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, the Common Stock or any of the Company's officers or 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, the Common Stock or any of the Company's or its Subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to 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 organization or body pending or, to the Company’s Knowledge or to the knowledge of the Companyany of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company's ’s or its Subsidiaries’ officers or 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 the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyTYDE, threatened against or affecting the CompanyTYDE or any of its subsidiaries, the Common Stock or any of the Company's TYDE’s subsidiaries or any of TYDE’s or its subsidiaries’ officers or directors directors, whether of a civil or criminal nature or otherwise, 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 Company, threatened against or affecting the Company, the its Common Stock or any of the Company's officers ’s subsidiaries, wherein an unfavorable decision, ruling or directors in their capacities as such, which could reasonably be expected to finding would have a Material Adverse Effect.

Absence of Litigation. There Except as disclosed in the Company’s public filings, 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, the Common Stock Company or any of the Company's its subsidiaries, or their officers or directors in their capacities capacity as such, which that could reasonably be expected to have a Material Adverse Effectmaterial 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 are no actionlegal or governmental investigations, 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 of the Company’s knowledge, threatened against or affecting the Company, the Common Stock its Subsidiaries or any of its properties or to which the Company or its Subsidiaries is or may be a party or to which any property of the Company is or may be the subject that, if determined adversely to the Company's officers , would, individually or directors in their capacities as suchthe aggregate, 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 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, 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 in their capacities as such, which could that could, individually or in the aggregate, reasonably be expected to have result in 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 in writing against the Company which (i) adversely affects or affecting challenges the Companylegality, validity or enforceability of this Agreement or the Common Stock Securities or any of the Company's officers or directors in their capacities as such, which could (ii) would reasonably be expected to have result in a Material Adverse Effect.

Absence of Litigation. There Except as disclosed in the Company’s public filings, 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, the Common Stock Company or any of the Company's its subsidiaries, or their officers or directors in their capacities capacity as such, which that could reasonably be expected to 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 proceeding or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Company’s knowledge, overtly threatened, by or before any governmental agency, court or arbitrator against the Company which questions the validity of the Company, threatened against Agreements or affecting the Company, the Common Stock or any right of the Company's officers Company to enter in the Agreements, or directors in their capacities as suchto consummate the transactions contemplated hereby or thereby, or which could would reasonably be expected to have a Material Adverse Effectresult either individually or in the aggregate, in any material adverse change in the business, assets, liabilities, financial condition, operations or prospects 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 proceeding or, to the knowledge of the Company's knowledge, threatened against or affecting the Companyinvestigation, the Common Stock or any of pending, or, to the Company's officers knowledge, threatened by or directors before any governmental body against the Company and in their capacities which an unfavorable outcome, ruling or finding in any said matter, or for all matters taken as sucha whole, which could reasonably be expected to might have a Material Adverse Effectmaterial adverse effect on the Company. The foregoing includes, without limitation, any such action, suit, proceeding or investigation that questions this Agreement or the Registration Rights Agreement or the right of the Company to execute, deliver and perform under same.

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 CompanyCompany 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 directors, except as set forth in their capacities as such, which could reasonably be expected to have a Material Adverse EffectSchedule 3(t).

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 CompanyCompany 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 directors, whether of a civil or criminal nature or otherwise, 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 Company, threatened against or affecting the Company, the Common Stock Company or any subsidiary, wherein an unfavorable decision, ruling or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company's officers Company to perform its obligations under, this Agreement, or directors in their capacities as such, which could reasonably be expected to (ii) 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, the Common Stock or any of the Company's officers subsidiaries, wherein an unfavorable decision, ruling or directors in their capacities as such, which could reasonably be expected to finding would 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 Company, threatened against or affecting the Company, the Common Stock Company or any of its subsidiaries that could, individually or in the Company's officers or directors in their capacities as suchaggregate, 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 Company, threatened against or affecting the CompanyCompany or any subsidiary, wherein an unfavorable decision, ruling or finding would (i) adversely affect the Common Stock validity or enforceability of, or the authority or ability of the Company or any of its subsidiaries to perform its obligations under, this Agreement or any of the Company's officers documents contemplated herein, or directors in their capacities as such, which could reasonably be expected to (ii) 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, the Common Stock Company or any of the Company's its Subsidiaries, or their officers or directors in their capacities capacity as such, which that could reasonably be expected to have a Material Adverse Effect, except as described in Schedule 3(i).

Absence of Litigation. There is no action, suit, claim, or proceeding, or, to the Company’s knowledge, inquiry or investigation 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, the Common Stock Company or any of its Subsidiaries that could, individually or in the Company's officers or directors in their capacities as suchaggregate, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation of which the Company is aware 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, the Common Stock or any of the Company's officers ’s subsidiaries, wherein an unfavorable decision, ruling or directors in their capacities as such, which could reasonably be expected to finding would have a Material Adverse Effect.

Absence of Litigation. There Except as disclosed in the Form 10-K, 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, the Common Stock Company or any of its Subsidiaries that could, individually or in the Company's officers or directors in their capacities as suchaggregate, which could reasonably be expected to have result in a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceedingclaim, or Proceeding, or, to the Company’s knowledge, inquiry or investigation 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, the Common Stock Company or any of Subsidiary that would, individually or in the Company's officers or directors in their capacities as suchaggregate, 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, the Common Stock or any of the Company's subsidiaries or any of the Company's or the Company's subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as expressly set forth in Schedule 3(h).

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation that if adversely determined, individually or in the aggregate, would have a Material Adverse Effect 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, the Common Stock or any Subsidiary, any of the Company's their respective officers or directors in their capacities as suchdirectors, which could reasonably be expected to have a Material Adverse Effector the Shares.

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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company's or its Subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as set forth in Schedule 3(t).

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, the Common Stock or any of the Subsidiaries or any of the Company's ’s or the Subsidiaries’ officers or directors in their capacities as such, which could 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 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, the Common Stock or any of the Company's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors directors, that could, individually or in their capacities as suchthe aggregate, which could reasonably be expected to have result in 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, the Common Stock or any of the Company's officers ’s Subsidiaries, wherein an unfavorable decision, ruling or directors in their capacities as such, which could reasonably be expected to finding 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 organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the 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 in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.except as expressly set forth in Schedule 3(h). -------------

Absence of Litigation. There To the Company’s knowledge, 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, the Common Stock or any of the Company's ’s officers or directors in their capacities as such, which could would 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 Company, threatened against or affecting the Company, the Common Stock or any of the Company's their officers or directors in their capacities capacity as such, which that could reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances that might give rise to any of the foregoing.

Absence of Litigation. There is no actionAction, 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, 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 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 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 adversely affecting the CompanyCompany 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 directors, whether of a civil or criminal nature or otherwise, 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 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, the Common Stock or any of the Company's ’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors directors, that could, individually or in their capacities as suchthe aggregate, which could reasonably be expected to have result in 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, the Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as set forth in the Disclosure Letter.

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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company's ’s or its Subsidiaries’ officers or directors in their capacities as such, which could 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, the Common Stock or any of the Company's ’s officers or 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 proceeding or, to the knowledge Knowledge of the Company, investigation, pending, or, to the Knowledge of the Company, threatened by any Governmental Body against the Company and in which an unfavorable outcome, ruling or affecting the Companyfinding in any said matter, the Common Stock or any of the Company's officers or directors in their capacities for all matters taken as sucha whole, which could reasonably be expected to would have a Material Adverse Effect. The foregoing includes, without limitation, any such action, suit, proceeding or investigation that questions this Agreement or the right of the Company to execute, deliver and perform under same.

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, the Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors in their capacities as such, which that could reasonably be expected to have or result in a 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 Company, threatened against or affecting the Company, the Common Stock or any of its Subsidiaries or any of the Company's ’s or the Company’s Subsidiary’s officers or directors in their capacities as suchdirectors, which could reasonably be expected to have whether of a Material Adverse Effectcivil or criminal nature or otherwise.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agencyGovernmental Authority, self-regulatory organization or body pending or, to the knowledge of the Company’s knowledge, threatened against or affecting the Company, the Common Stock or any of the Company's ’s officers or directors in their capacities as such, which could such that if determined adversely to the Company or other such party would reasonably be expected to have a Material Adverse EffectEffect or would reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement.

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, 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 in their capacities as such, which could would reasonably be expected to have result in a Material Adverse Effect.

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, the Common Stock or any of the Company's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors directors, except as set forth in their capacities as such, which could reasonably be expected to have a Material Adverse EffectSchedule 3(t).

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, the Company Common Stock or any of the Company's ’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as set forth in Schedule 3(s).

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 Parent or the Company, threatened against or affecting Parent, the Company, the Ordinary Shares, the Common Stock or any Subsidiaries of Parent or the Company or any of Parent’s, the Company's or their respective Subsidiaries' officers or directors in their capacities as such, such which could would reasonably be expected to have a Material Adverse EffectEffect on 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’s Knowledge, threatened against or affecting the Company, the Common Stock Stock, the Warrants or any of the Company's ’s or its Subsidiaries’ officers or directors in their capacities as such, which could would reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by either Initial 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, the Common Stock or any of the Company's officers or directors in their capacities as such, which could reasonably be that is 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, the Common Stock Shares or any of the Company's ’s or its Subsidiaries’ officers or 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 Company, threatened against or affecting the Company, the Common Stock Stock, the Securities or any of the Company's ’s officers or directors in their capacities as suchsuch which would, which could individually or in the aggregate, reasonably be expected to have result in a 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 Company, threatened against or affecting the Company, the Common Stock or any of the Company's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as set forth in Schedule 3(t).

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 CompanyCompany 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 in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as set forth in Schedule 3(t).

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, the Common Stock or any of the Company's ’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors in their capacities as such, which could reasonably be expected to individually or in the aggregate would 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 Company, threatened against or affecting the Company, the Common Stock or any of the Company's their officers or directors in their capacities capacity as such, which that could reasonably be expected to 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 either Initial 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, the Common Stock or any of the Company's ’s officers or directors in their capacities as such, which could reasonably be that is expected to have a 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 Company, threatened against or affecting the CompanyCompany 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 directors, whether of a civil or criminal nature or otherwise, 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, the Common Stock Company or any of the Company's its subsidiaries, or their officers or directors in their capacities capacity as such, which that could reasonably be expected to 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, 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, the Common Stock Company or any of the Company's its Subsidiaries, or their officers or directors in their capacities as such, which that could reasonably be expected to 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 are no actionlegal or governmental investigations, 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 of the Company's knowledge, threatened against or affecting the Company, the Common Stock its Subsidiaries or any of its properties or to which the Company or its Subsidiaries is or may be a party or to which any property of the Company is or may be the subject that, if determined adversely to the Company's officers , would, individually or directors in their capacities as suchthe aggregate, 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 the SEC, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the CompanyCompany or any of its subsidiaries or affiliates, the Common Stock Securities or any of the Company's ’s or its subsidiaries’ officers or directors in their capacities as suchdirectors, which could reasonably be expected to whether of a civil or criminal nature or otherwise, which, if adversely determined, would have a Material Adverse Effectmaterial adverse effect on the Company’s business or financial condition.

Absence of Litigation. There Except for the Litigation and as disclosed in Schedule 3.1(i), there is no action, suit, proceedingclaim, or Proceeding, or, to the Company’s Knowledge, inquiry or investigation investigation, before or by any court, public board, government or other regulatory agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company, the Common Stock Company or any of Subsidiary that could, individually or in the Company's officers or directors in their capacities as suchaggregate, which could be reasonably be expected to have a 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 Company, threatened against or affecting the CompanyCompany or any of its Subsidiaries, the Common Stock Shares or any of the Company's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as set forth in Schedule 3(t).

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, Governmental Entity or self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of its Subsidiaries, except where any of the Company's officers or directors in their capacities as such, which could foregoing would not reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse EffectEffect and except as set forth on Schedule 3(h).

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, the Common Stock Company or any of the Company's its Subsidiaries, or their officers or directors in their capacities capacity as such, which that could reasonably be expected to 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, 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, the Common Stock Company or any of the Company's its officers or directors acting as such that could, individually or in their capacities as suchthe aggregate, which could reasonably be expected to have a Material Adverse Effect. The Company is not aware of any facts or circumstances which would reasonably be expected to give rise to any such action or proceeding.

Absence of Litigation. There Except as set forth in the Registration --------------------- Statement, 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 the Company, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or which would adversely affect the Common Stock 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 or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectdocuments contemplated herein.

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 CompanyCompany 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 directors, except as set forth in their capacities as such, which could reasonably be expected to have a Material Adverse EffectSchedule 3(t).

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, the Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as expressly set forth in Schedule 3(h).

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 CompanyCompany 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 in their capacities as such, which could reasonably be expected to have a Material Adverse Effectdirectors.

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-self- regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the CompanyCompany or any of its subsidiaries or affiliates, the Common Stock Securities or any of the Company's ’s or its subsidiaries’ officers or directors in their capacities as suchdirectors, which could reasonably be expected to whether of a civil or criminal nature or otherwise, which, if adversely determined, would have a Material Adverse Effectmaterial adverse effect on the Company’s business or financial condition.

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 CompanyCompany 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 in their capacities as suchdirectors, which whether of a civil or criminal nature or otherwise, that could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There To the knowledge of the Company, except as set forth in Schedule 3(u), 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 CompanyCompany 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 in their capacities as suchthat, which could reasonably be expected to if adversely decided against the Company, would have a Material Adverse EffectEffect on 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, the Common Stock or any of the Company's or its Subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect, except as set forth on Schedule 4(h) hereof.

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, the Common Stock Shares or any of the Company's or its Subsidiaries' officers or 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 Company, threatened against or affecting the Company, Company or the Common Stock Banks or any of the Company's their officers or directors acting as such that would, individually or in their capacities as suchthe aggregate, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There To the Company’s knowledge, 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, 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 in their capacities as such, which could reasonably be expected to have a Material Adverse EffectEffect (each, an “Action”).

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, the Common Stock or any of the Company's ’s officers or directors in their capacities as such, which could that, if there were an unfavorable decision, would reasonably be expected to have result in a 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 Company, threatened against or affecting the CompanyCompany 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 in their capacities as such, which could reasonably be expected to have a Material Adverse Effectexcept as set forth on Schedule 5.1(t).

Absence of Litigation. There Except as disclosed to the Buyer or in the Company’s public filings, 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, the Common Stock Company or any of the Company's its subsidiaries, or their officers or directors in their capacities capacity as such, which that could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There Except as disclosed in the 2003 Form 10-K, 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, the Common Stock Company or any of its Subsidiaries that, individually or in the Company's officers aggregate, has resulted in, or directors in their capacities as such, which could reasonably be expected to have result in, 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, 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 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 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, the Common Stock or any of the Company's officers ’s Subsidiaries that could, individually or directors in their capacities as suchthe aggregate, which could reasonably be expected to have result in a Material Adverse Effect.

Absence of Litigation. There Except as disclosed in the Company’s public filings, 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, the Common Stock Company or any of the Company's its subsidiaries, or their officers or directors in their capacities capacity as such, which that could reasonably be expected to have a Material Adverse Effectmaterial adverse effect.

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, the Common Stock Stock, the Notes, the BN 35286522v1 Debenture or any of the Company's ’s officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effectother 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 Company, threatened against or affecting the Company, the Common Stock or any of the Company's or its Subsidiaries' officers or directors in their capacities as such, which could 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 now pending or, to the knowledge of the Company, threatened threatened, against or affecting the Company, wherein an unfavorable decision, ruling or finding would (i) adversely affect the Common Stock 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 other Transaction Documents, or directors in their capacities as such, which could reasonably be expected to (ii) 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, the Common Stock or any of the Company's ’s or its Subsidiaries’ officers or directors in their capacities as such, which could such that 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, the Common Stock or any of the Company's officers ’s subsidiaries, wherein an unfavorable decision, ruling or directors in their capacities as such, which could reasonably be expected to finding would have a Material Adverse Effect.. (k)

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, the Common Stock or any of its Subsidiaries or any of the Company's ’s or the Company’s Subsidiary’s officers or 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 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 CompanyCompany 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 in their capacities as suchdirectors, whether of a civil or criminal nature or otherwise, which could has or is 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 Company, threatened against or affecting the Company, the Common Stock Company or any of its subsidiaries that could, individually or in the Company's officers or directors in their capacities as suchaggregate, which could reasonably be expected to have a material adverse effect on the Company, its financial condition, prospects or results of operations (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, the Common Stock or any of the Company's officers ’s subsidiaries, wherein an unfavorable decision, ruling or directors in their capacities as such, which could reasonably be expected to finding would (i) have a Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby or (ii) 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 documents contemplated herein.

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, the Common Stock or any of the Company's officers ’s subsidiaries, wherein an unfavorable decision, ruling or directors in their capacities as such, which could reasonably be expected to finding would (i) 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, the Common Stock Company or any Subsidiary or any of the Company's ’s or its Subsidiaries’ officers or directors in their capacities as such, which could would, if there were an unfavorable decision, reasonably be expected to have result in 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 Company’s Knowledge, threatened against or affecting the Company, in each case that would, individually or in the Common Stock or any of the Company's officers or directors in their capacities as suchaggregate, which could reasonably be expected to have a Material Adverse EffectEffect or prevent the consummation of the transactions contemplated by this Agreement.

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, the Common Stock or any of the Company's ’s officers or directors in their capacities as such, which could would be reasonably be expected likely to have a Material Adverse Effectadversely affect the transactions contemplated by this Agreement.

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, the Common Stock or any of the Company's ’s officers or directors in their capacities as such, which could is 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, the Common Stock or any of the Company's officers ’s subsidiaries, wherein an unfavorable decision, ruling or directors in their capacities as suchfinding would (i) adversely affect the validity or enforceability of, which could reasonably be expected or the authority or ability of the Company to perform its obligations under, this Agreement or any of the documents contemplated herein, or (ii) 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 CompanyCompany or its Subsidiaries, the Common Stock or any of the Company's ’s or its Subsidiaries’ officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no actionAction, 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, the Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.