Common use of Compliance with Law; Litigation Clause in Contracts

Compliance with Law; Litigation. (a) To the Company's Knowledge, the Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "Company Permits") of all Governmental Entities required to be held under applicable Legal Requirements, except such Company Permits the failure of which to hold, individually or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on the Company. To the Company's Knowledge, the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the Company's Knowledge, the businesses of the Company and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company in writing an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on the Company. (b) There is no suit, action or proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the Company nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the Company.

Compliance with Law; Litigation. (a) To the Company's KnowledgeExcept as disclosed on Schedule 6.8(a), the Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "Company Permits") of all courts, administrative agencies or commissions or other governmental authorities or instrumentalities, domestic or foreign (each, a "Governmental Entities Entity") required to be held under applicable Legal Requirements, except such Company Permits the failure of which to hold, individually or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on the Company. To the Company's Knowledge, the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the Company's Knowledge, the businesses of the Company and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company in writing an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on the Company. (b) There Except as set forth on Schedule 6.8(b) to this Agreement, there is no suit, action or proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the Company nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the Company.

Compliance with Law; Litigation. The Seller has complied with all ------------------------------- laws, ordinances, regulations and orders applicable to its businesses, including, without limitation, all pertinent state and other laws respecting employment, employment practices and benefits, terms and conditions of employment, wages and hours and working conditions including, but not limited to, OSHA, EPA and the Employee Retirement Income Security Act (a) To the Company's Knowledge"ERISA"). Each employee benefit plan has been administered in accordance with ERISA, the Company Internal Revenue Code of l986, as amended ("Code") and its Subsidiaries hold all other applicable laws No breach of fiduciary duty under Section 404 of ERISA has occurred, no Prohibited Transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has been committed, no Reportable Event as defined in ERISA has occurred and no "accumulated funding deficiency" as defined in Section 4l2 of the Code has been incurred. The Seller has all governmental, union, guild and other franchises, permits, licenseslicenses and authorizations appropriate and necessary to the conduct of its businesses and all such franchise permits, franchises, variances, exemptions, concessions, leases, instruments, orders licenses and approvals (the "Company Permits") of all Governmental Entities required to be held under applicable Legal Requirements, except such Company Permits the failure of authorizations are valid and in full force and effect. The Seller has not engaged in any activity which to hold, individually would cause revocation or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on the Company. To the Company's Knowledge, the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the Company's Knowledge, the businesses of the Company and its Subsidiaries are not being conducted in violation suspension of any Legal Requirementsuch franchise, except for such violations whichpermit, individually license or in the aggregateauthorization, would not have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company in writing an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on the Company. (b) There is and no suit, action or proceeding looking to or contemplating the revocation or suspension of any such franchise, permit, license or authorization is pending oror threatened. The Seller is not engaged in any unfair labor practices nor have any unfair labor practice claims ever been lodged against it. Except as set forth in the List, there are no actions, suits, proceedings, investigations, strikes or labor disputes pending or threatened against, relating to the Knowledge of the Company, threatened against or affecting the Company Seller or its properties or businesses or the transactions contemplated by this Agreement, by any person, group, union or governmental department, board or agency, and the Seller is not subject to or in default under any order, writ, decree or judgment of its Subsidiaries that has had any court or is likely governmental body. The Seller shall indemnify and hold Purchaser harmless from and against any loss, damage, liability or expense (including legal and other fees) incurred or sustained by Purchaser as a result of or attributable to have a Material Adverse Effect any actions, suits, proceedings or investigations, regardless of whether the same are set forth on the Company nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the CompanyList.

Compliance with Law; Litigation. (ai) To the Company's Knowledgeknowledge of the Authority, the Company Authority and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders the Borough have operated and approvals (are operating the "Company Permits") of all Governmental Entities required to be held under applicable Legal Requirements, except such Company Permits the failure of which to hold, individually or System in the aggregate, does not have andcompliance, in the future all material respects, with all applicable Laws, Authorizations and Permits and is not likely to havein breach of any applicable Law, Authorization or Permit that would have a Material Adverse Effect material adverse effect on the Companyoperations of the System or on the Concessionaire Interest. To There are no Authorizations or Permits from any Governmental Authority necessary for the Company's Knowledgeoperation of the System as currently being operated except for those Authorizations and Permits listed in Schedule 12. The System, when operated and maintained in accordance with Prudent Industry Practices and as configured, as of the Company Bid Date is, and its Subsidiaries are as of the Closing Date will be, operated, and capable of being operated, in compliance with the terms of the Company Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the Company's Knowledge, the businesses of the Company Operating Standards and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company in writing without an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on the CompanyOperational Breach. (bii) There is no suit, action or proceeding pending or, Except as disclosed to the Knowledge of Concessionaire prior to the CompanyBid Date, threatened against there are no facts, circumstances, conditions or affecting occurrences regarding the Company System that could reasonably be expected to give rise to any environmental claims or any of its Subsidiaries governmental enforcement actions that has had or is likely could reasonably be expected to have a Material Adverse Effect on the Company nor is Effect, and there any judgmentare no past, decree, injunction, rule pending or order of any Governmental Entity threatened environmental claims or arbitrator outstanding governmental enforcement actions against the Company Authority that individually or any of its Subsidiaries that has had or is likely in the aggregate could reasonably be expected to have a Material Adverse Effect Effect. (iii) There is no action, suit or proceeding, at law or in equity, or before or by any Governmental Authority, pending nor, to the knowledge of the Authority, threatened against the Authority or the Borough prior to or at the Time of Closing, which will have a material adverse effect on the Companyoperations of the System. As of the date of this Agreement, there is no action, suit or proceeding, at Law or in equity, or before or by any Governmental Authority, pending nor, to the knowledge of the Authority, threatened against the Authority or the Borough which could materially affect the validity or enforceability of this Agreement. (iv) Except for circumstances arising directly as a result of the transactions contemplated in this Agreement, to the Authority’s knowledge there is no incident or fact, which has not been disclosed to the Concessionaire as at the Closing Date which could give rise to an action, suit or proceeding (at law or in equity) by any System Employee or family member of any System Employee related to: (A) unemployment compensation, long-term disability or workers' compensation claims; (B) claims for accrued vacation pay, accrued sick pay, accrued holiday or personal pay, or any other accrued paid time off; (C) grievances or other claims made pursuant to the collective bargaining agreement; (D) unfair labor practice charges; claims of employment discrimination, hostile work environment, sexual harassment, discriminatory harassment, negligent hiring or retention, retaliatory discharge, or wrongful discharge; (E) claims pursuant to the Family and Medical Leave Act or the Americans with Disabilities Act, claims pursuant to the Fair Labor Standards Act, the Pennsylvania Human Relations Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Whistleblower Act; or (F) claims for severance; any employment related claim under any federal, state or local law.

Compliance with Law; Litigation. (a) To the Company's Knowledge, the Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "Company Permits") of all Governmental Entities required to be held under applicable Legal Requirements, except such Company Permits the failure of which to hold, individually or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on the Company. To the Company's Knowledge, the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the Company's Knowledge, the businesses of the Company and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company in writing an intention to conduct the same, other than those the outcome of which would not reasonably be expected to have a Material Adverse Effect on the Company. (b) There is no suit, action or proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the Company nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the Company.