Common use of Compliance with Laws; Litigation Clause in Contracts

Compliance with Laws; Litigation. (a) Neither the Company nor any of its subsidiaries is in violation of any federal, state or local law, statute, ordinance, rule, regulation, order, judgment, ruling or decree ("Laws") of any federal, state or local judicial, legislative, executive, administrative or regulatory body or authority or any court, arbitration, board or tribunal ("Governmental Entity") applicable to the Company or any of its subsidiaries, or any of their properties or assets, except for violations which would not, either individually or in the aggregate, have a Material Adverse Effect. Each of the Company and its subsidiaries holds and is in compliance with all permits, certificates, licenses, approvals, registrations and authorizations required under all Laws (including without limitation those relating to environmental protection, occupational safety and health, equal employment practices and fair trade practices) in connection with its business ("Permits"), all of which Permits are in full force and effect, except where the failure to hold such Permits or be in compliance would not, either individually or in the aggregate, have a Material Adverse Effect. (b) There are no claims, actions, suits, proceedings, arbitrations, investigations or audits (collectively, "Litigation") by a third party other than a Governmental Entity pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, at law or in equity, other than those in the ordinary course of business which would not, either individually or in the aggregate, have a Material Adverse Effect. There is no Litigation by a Governmental Entity pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries. No Governmental Entity has indicated in writing or, to the knowledge of the Company, verbally, an intention to conduct any audit, investigation or other review with respect to the Company or any of its subsidiaries which investigation or review, if adversely determined, would, either individually or in the aggregate, have a Material Adverse Effect.