Common use of Compliance with Applicable Laws; Litigation Clause in Contracts

Compliance with Applicable Laws; Litigation. (i) Interiors, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Interiors and its subsidiaries (the "Interiors Permits") except where the failure to have any such Interiors Permits individually or in the aggregate would not have a material adverse effect on Interiors. Interiors and its subsidiaries are in compliance with the terms of the Interiors Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on Interiors. As of the date of this Agreement, except as disclosed in the Interiors Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Interiors or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of Interiors, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Interiors or (B) reasonably be expected to impair the ability of Interiors to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (ii) Neither Interiors nor any Interiors subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate will have a material adverse effect on Interiors.

Compliance with Applicable Laws; Litigation. (i) InteriorsHFS, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Interiors HFS and its subsidiaries (the "Interiors HFS Permits") ), except where the failure to have any such Interiors HFS Permits individually or in the aggregate would not have a material adverse effect on InteriorsHFS. Interiors HFS and its subsidiaries are in compliance with the terms of the Interiors HFS Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on InteriorsHFS. As of the date of this Agreement, except as disclosed in the Interiors HFS Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Interiors HFS or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3) of InteriorsHFS, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Interiors HFS or (B) reasonably be expected to impair the ability of Interiors HFS to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (ii) Neither Interiors HFS nor any Interiors HFS subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate will have a material adverse effect on InteriorsHFS.

Compliance with Applicable Laws; Litigation. (i) InteriorsCUC, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Interiors CUC and its subsidiaries (the "Interiors CUC Permits") except where the failure to have any such Interiors CUC Permits individually or in the aggregate would not have a material adverse effect on InteriorsCUC. Interiors CUC and its subsidiaries are in compliance with the terms of the Interiors CUC Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on InteriorsCUC. As of the date of this Agreement, except as disclosed in the Interiors CUC Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Interiors CUC or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of InteriorsCUC, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Interiors CUC or (B) reasonably be expected to impair the ability of Interiors CUC to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (ii) Neither Interiors CUC nor any Interiors CUC subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate will have a material adverse effect on InteriorsCUC.

Compliance with Applicable Laws; Litigation. (i) InteriorsHFS, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Interiors HFS and its subsidiaries (the "Interiors HFS Permits") ), except where the failure to have any such Interiors HFS Permits individually or in the aggregate would not have a material adverse effect on InteriorsHFS. Interiors HFS and its subsidiaries are in compliance with the terms of the Interiors HFS Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on InteriorsHFS. As of the date of this Agreement, except as disclosed in the Interiors HFS Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Interiors HFS or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as de- fined in Section 8.3) of InteriorsHFS, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Interiors HFS or (B) reasonably be expected to impair the ability of Interiors HFS to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (ii) Neither Interiors HFS nor any Interiors HFS subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate will have a material adverse effect on InteriorsHFS.

Compliance with Applicable Laws; Litigation. (i) InteriorsCUC, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Interiors CUC and its subsidiaries (the "Interiors CUC Permits") except where the failure to have any such Interiors CUC Permits individually or in the aggregate would not have a material adverse effect on InteriorsCUC. Interiors CUC and its subsidiaries are in compliance with the terms of the Interiors CUC Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on InteriorsCUC. As of the date of this Agreement, except as disclosed in the Interiors CUC Filed SEC DocumentsDocu- ments, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Interiors CUC or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of InteriorsCUC, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Interiors CUC or (B) reasonably be expected to impair the ability of Interiors CUC to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (ii) Neither Interiors CUC nor any Interiors CUC subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate will have a material adverse effect on InteriorsCUC.