Common use of DISPUTES AND LITIGATION Clause in Contracts

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting APC or any of its properties, assets or business or to which APC is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that there is no basis for such suit, action, litigation, proceeding investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC or any of its properties, assets or businesses; and that there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC or any such person's heirs, executors or administrators as against APC.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, ------------------------- proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting APC KINA OLE or any of its properties, assets or business or to which APC KINA OLE is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC KINA OLE or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC KINA OLE or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC KINA OLE or any such person's heirs, executors or administrators as against APCKINA OLE.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, -------------------------- proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting APC StarTronix or any of its properties, assets or business or to which APC StarTronix is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC StarTronix or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC StarTronix or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC StarTronix or any such person's heirs, executors or administrators as against APCStarTronix.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, proceeding, proceeding investigation, claim, complaint, or accusation pending, or to its knowledge threatened against or affecting APC AMERINET or any of its properties, assets or business or to which APC AMERINET is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau., agency or instrumentality), and does not make any guarantee or representation that to its knowledge there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that to its knowledge there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC AMERINET or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC AMERINET or any of its properties, assets or business. Nor does iLive make any guarantee or representation that To its knowledge, there is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC AMERINET or any such person's heirs, executors or administrators as against APCAMERINET.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that Except as set forth in the NetStrat Disclosure Schedule, there is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, or to its knowledge threatened against or affecting APC NetStrat or any of its properties, assets or business or to which APC NetStrat is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that to its knowledge, there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC NetStrat or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC NetStrat or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC NetStrat or any such person's heirs, executors or administrators as against APCNetStrat.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, or to its knowledge threatened against or affecting APC ANFS or any of its properties, assets or business or to which APC ANFS is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that to its knowledge there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that to its knowledge there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC ANFS or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC ANFS or any of its properties, assets or business. Nor does iLive make any guarantee or representation that To its knowledge, there is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC ANFS or any such person's heirs, executors or administrators as against APCANFS.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting APC Skyline, its Subsidiaries, or any of its their properties, assets or business or to which APC is they are a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC Skyline, its Subsidiaries, or any of its their properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC Skyline, its Subsidiaries, or any of its their properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC Skyline or its Subsidiaries, or any such person's heirs, executors or administrators as against APCSkyline or its Subsidiaries.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, ----------------------- proceeding, investigation, claim, complaint, or accusation pending, or to its knowledge threatened against or affecting APC scruz-net or any of its properties, assets or business or to which APC scruz-net is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that to its knowledge there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that to its knowledge there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC scruz-net or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC scruz-net or any of its properties, assets or business. Nor does iLive make any guarantee or representation that To its knowledge, there is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC scruz-net or any such person's heirs, executors or administrators as against APCscruz-net.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, ----------------------- proceeding, investigation, claim, complaint, or accusation pending, or to its knowledge threatened against or affecting APC DNA or any of its properties, assets or business or to which APC DNA is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that to its knowledge there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that to its knowledge there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC DNA or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC DNA or any of its properties, assets or business. Nor does iLive make any guarantee or representation that To its knowledge, there is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC DNA or any such person's heirs, executors or administrators as against APCDNA.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting APC the Target Company, its Subsidiaries, or any of its their properties, assets or business or to which APC is they are a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC the Target Company, its Subsidiaries, or any of its their properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC the Target Company, its Subsidiaries, or any of its their properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC the Target Company or its Subsidiaries, or any such person's heirs, executors or administrators as against APCthe Target Company or its Subsidiaries.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, or to 'its knowledge threatened against or affecting APC RETN or any of its properties, assets or business or to which APC RETN is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that to its knowledge, there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC RETN or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC RETN or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC RETN or any such person's heirs, executors or administrators as against APCRETN.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting APC VDI or any of its properties, assets or business or to which APC VDI is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that to the best knowledge of VDI there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or or, to the best knowledge of VDI, threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC VDI or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC VDI or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or to the best knowledge of VDI any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC VDI or any such person's heirs, executors or administrators as against APCVDI.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that Except as specifically set forth in attachment "B", attached hereto, there is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting APC or any of its properties, assets or business or to which APC is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that there is no basis for such suit, action, litigation, proceeding investigation, claim, complaint, or accusation; (b9b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC or any of its properties, assets or businesses; and that there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC or any such person's heirs, executors or administrators as against APC.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, ------------------------- proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting APC KINA'OLE or any of its properties, assets or business or to which APC KINA'OLE is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC KINA'OLE or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC KINA'OLE or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC KINA'OLE or any such person's heirs, executors or administrators as against APCKINA'OLE.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that there There is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, or to its knowledge threatened against or affecting APC RETN or any of its properties, assets or business or to which APC RETN is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that to its knowledge, there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC RETN or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC RETN or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC RETN or any such person's heirs, executors or administrators as against APCRETN.

DISPUTES AND LITIGATION. ILive does not make any guarantee or representation that Except as set forth in the Amer Disclosure Schedule, there is no suit, action, litigation, proceeding, investigation, claim, complaint, or accusation pending, or to its knowledge threatened against or affecting APC Amer or any of its properties, assets or business or to which APC Amer is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and does not make any guarantee or representation that to its knowledge, there is no basis for such suit, action, litigation, proceeding proceeding, investigation, claim, complaint, or accusation; (b) or that there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect APC Amer or any of its properties, assets or businesses; and that (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting APC Amer or any of its properties, assets or business. Nor does iLive make any guarantee or representation that there There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of APC Amer or any such person's heirs, executors or administrators as against APCAmer.