Common use of Compliance with Laws; Litigation Clause in Contracts

Compliance with Laws; Litigation. Except as described in the CCA Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

Compliance with Laws; Litigation. Except as described in the CCA Prison Realty Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCAPrison Realty's knowledge, threatened, against CCA Prison Realty or any Subsidiary, or any properties or rights of CCA Prison Realty or any Subsidiary, or any officers or directors of CCA Prison Realty or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA Prison Realty or prevent, materially delay or intentionally delay the ability of CCA Prison Realty to consummate the transactions contemplated hereby. Neither CCA Prison Realty nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA Prison Realty and its Subsidiaries has have at all times operated and currently operates its operate their business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each Prison Realty and each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Prison Realty Filed SEC Documents or the Prison Realty Disclosure Schedule. CCA and each Subsidiary None of Prison Realty or its Subsidiaries have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, ; all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary None of Prison Realty or its Subsidiaries have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA Prison Realty pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCAPrison Realty. CCA and each Subsidiary None of Prison Realty or its Subsidiaries have not received any notice of violation of or been threatened with a charge of violating and or are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA Prison Realty nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

Compliance with Laws; Litigation. Except as described in the CCA JJFMSI Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCAJJFMSI's knowledge, threatened, threatened against CCA JJFMSI or any Subsidiary, or any properties or rights of CCA JJFMSI or any Subsidiary, or any officers or directors of CCA JJFMSI or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA JJFMSI or prevent, materially delay or intentionally delay the ability of CCA JJFMSI to consummate the transactions contemplated hereby. Neither CCA JJFMSI nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA JJFMSI and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA JJFMSI and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA JJFMSI Disclosure Schedule. CCA JJFMSI and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA JJFMSI and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA JJFMSI pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCAJJFMSI. CCA JJFMSI and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA JJFMSI nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

Compliance with Laws; Litigation. (a) The Companies are and have been in compliance with the Laws of any Governmental Authority which are applicable to the Companies, the Assets or the Security Business. (b) All reports, schedules and/or returns of any Governmental Authority required to be filed by the Companies, or by Sellers with respect to the Companies, have been filed. (c) Except as described set forth on Schedule 3.8, there are no: (i) lawsuits, claims, suits, actions or proceedings pending or, to the Knowledge of the Companies or Sellers, threatened against or affecting the Companies or any Seller; (ii) investigations which, to the Knowledge of the Companies or Sellers, are threatened against or affecting the Companies or any Seller, or which questions the validity or enforceability of this Agreement or any Seller Ancillary Agreement or the transactions contemplated hereunder and thereunder (and no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such lawsuit, claim, action, proceeding or investigation); or (iii) lawsuits, claims, suits, actions or proceedings pending in which any of the Companies or any Seller is the plaintiff or claimant, which relate to the Stock, the Assets or the Security Business or which involve the possibility of any judgment, order, award or other decision that might impair the ability of any Seller to perform this Agreement, or might impair the quality of title to the Assets or the Stock, or might adversely affect the normal operation of the Security Business, or might result in liability for damages or might otherwise adversely affect the Companies’ right, title or interest in the CCA Disclosure Schedule Assets, the Security Business or Sellers’ right, title or interest in the Prison Realty Filed SEC DocumentsStock. Notwithstanding the foregoing, Sellers shall only be required to disclose on Schedule 3.8 those lawsuits, claims, investigations, etc. which relate to the Stock or which involve the possibility of any judgment, order, award or other decision that might impair the ability of any Seller to perform this Agreement. Except as set forth on Schedule 3.8, with respect to prior acquisitions (whether by asset purchase, stock purchase, merger or otherwise) effected by the Companies, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been claims asserted by any regulatory commission, agency or authority with respect Company and still pending against any parties to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereofprior acquisitions.

Compliance with Laws; Litigation. Except as described in the CCA Company Disclosure Schedule or in the Prison Realty Company Filed SEC Documents, there are no claimsis not pending, actionsor to the knowledge of the Company threatened, suitsany legal or governmental action, arbitrationsuit, grievancesproceeding, proceedings inquiry or investigations pending orinvestigation, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA which the Company or any Subsidiary in or any of their capacity as suchrespective officers, directors or trustees is a party, or to which the property of the Company or any Subsidiary is subject, before or brought by or before any Governmental Entity whichEntity, individually wherein an unfavorable decision, ruling or finding could prevent or materially hinder the consummation of this Agreement or result in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effectCompany. Each of CCA the Company and its Subsidiaries each Subsidiary has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA the Company and its Subsidiaries each Subsidiary has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge the Company is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Company Filed SEC Documents or the Company Disclosure Schedule. CCA and each None of the Company or any Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, ; all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each None of the Company or any Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA the Company pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCAthe Company. CCA and each None of the Company or any Subsidiary have not received any notice of violation of or been threatened with a charge of violating and or are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

Compliance with Laws; Litigation. Except as described in the CCA Prison Realty Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCAPrison Realty's knowledge, threatened, against CCA Prison Realty or any Subsidiary, or any properties or rights of CCA Prison Realty or any Subsidiary, or any officers or directors of CCA Prison Realty or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA Prison Realty or prevent, materially delay or intentionally delay the ability of CCA Prison Realty to consummate the transactions contemplated hereby. Neither CCA Prison Realty nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA Prison Realty and its Subsidiaries has have at all times operated and currently operates its operate their business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each Prison Realty and each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.Prison Realty Filed SEC

Compliance with Laws; Litigation. Except as described in the CCA Prison Realty Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claimsis not pending, actionsor to the knowledge of Prison Realty threatened, suitsany legal or governmental action, arbitrationsuit, grievancesproceeding, proceedings inquiry or investigations pending orinvestigation, to CCA's knowledge, threatened, against CCA which Prison Realty or each Subsidiary or any Subsidiaryof their respective officers, directors or trustees is a party, or any properties to which the property of Prison Realty or rights of CCA each Subsidiary is subject, before or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, brought by or before any Governmental Entity whichEntity, individually wherein an unfavorable decision, ruling or finding could prevent or materially hinder the consummation of this Agreement or result in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effectPrison Realty. Each of CCA Prison Realty and its Subsidiaries each Subsidiary has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA Prison Realty and its Subsidiaries each Subsidiary has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge Prison Realty is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Prison Realty Filed SEC Documents or the Prison Realty Disclosure Schedule. CCA Prison Realty and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, ; all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA Prison Realty and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA Prison Realty pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCAPrison Realty. CCA Prison Realty and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.