Common use of Governmental and Regulatory Proceedings Clause in Contracts

Governmental and Regulatory Proceedings. There is no action or proceeding to which the Corporation or any of its Subsidiaries is a party pending or, to the Knowledge of the Corporation, threatened or contemplated, before any Governmental Entity or self-regulatory organization (i) that challenges the validity or propriety of the transactions contemplated hereby or (ii) if determined adversely to the Corporation or any Subsidiary would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Knowledge of the Corporation, no executive officer, director or employee of the Corporation or any of its Subsidiaries is the subject of any action or proceeding involving a claim of material breach of fiduciary duty relating to the Corporation or any of its Subsidiaries or is or may be permanently or temporarily enjoined by any order, judgment or decree of any Governmental Entity or self-regulatory organization from engaging in or continuing to conduct any of the businesses of the Corporation or any Subsidiary. No order, judgment or decree of any Governmental Entity or self-regulatory organization has been issued in any action or proceeding to which the Corporation or any of its Subsidiaries is or was a party that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.