Common use of Claims and Proceedings Clause in Contracts

Claims and Proceedings. Attached hereto as Schedule 3.16 is a ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief of the Seller or the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will result in any liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller or the Company, threatened or asserted against the Seller or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, except as set forth on Schedule 3.16, there is no basis for any such valid claim ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief of the Seller or the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will result in any liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller or the Company, threatened or asserted against the Seller or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, except as set forth on Schedule 3.16, there is no basis for any such valid claim ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a list ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge Sellers' and belief of the Seller or the Company's knowledge, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, 3.16 none of such claims, ------------- actions, suits, ------------- proceedings, or investigations, if adversely determined, will investigations is presently expected by Sellers to result in any liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller or the Companyasserted, threatened or asserted against the Seller or the Company instituted to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and SellerSellers, except as set forth on Schedule 3.16, ------------- there is no basis for any such valid claim ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge -13- Sellers' and belief of the Seller or the Company's knowledge, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will ------------- investigations is presently expected by Sellers to result in any liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller or the Companyasserted, threatened or asserted against the Seller or the Company instituted to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and SellerSellers, except as set forth on Schedule 3.16, ------------- there is no basis for any such valid claim ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a list ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief of the Seller Sellers or the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, ------------- none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will result in any Material liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller Sellers or the Company, threatened or asserted against the Seller Sellers or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, except Except as set forth on Schedule 3.16, there is no basis for any such valid claim or ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief of the Seller Sellers or the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, ------------- none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will result in any Material liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller Sellers or the Company, threatened or asserted against the Seller Sellers or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, except Except as set forth on Schedule 3.16, there is no basis for any such valid claim or ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief of the Seller Sellers or the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, ------------- none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will result in any Material liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller Sellers or the Company, threatened or asserted against the Seller Sellers or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, except Except as set forth on Schedule 3.16, there is no ------------- basis for any such valid claim ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief of the Seller or the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will result in any Material liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller or the Company, threatened or asserted against the Seller or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, and except as set forth on Schedule 3.16, there is no basis for any such valid claim ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief Knowledge of the Seller or the CompanyCompany and Sellers, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except To the Knowledge of the Company and Sellers, except as set forth on Schedule 3.16, none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will result in any Material liability or loss to the Company. The To the Knowledge of the Company and Sellers, the Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief Knowledge of the Seller or the CompanyCompany and Sellers, threatened or asserted against the Seller Sellers or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, except as set forth on Schedule 3.16, there is no basis for any such valid claim ------------- or action.

Claims and Proceedings. Attached hereto as Schedule 3.16 is a ---- ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief of the Seller Sellers or the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, none of such claims, ------------- actions, suits, proceedings, ------------- or investigations, if adversely determined, will result in any Material liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller Sellers or the Company, threatened or asserted against the Seller Sellers or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, except Except as set forth on Schedule 3.16, there is no basis for any ------------- such valid claim ------------- or action.