Common use of Compliance with Laws; Litigation Clause in Contracts

Compliance with Laws; Litigation. Except (i) for the matters covered by the representations set forth in Sections 7.11 (Intellectual Property), 7.14 (Government Approvals; No Registration), 7.18 (ERISA), 7.19 (Environmental Matters) and 7.22 (Investment Company), as to which the representations in Sections 7.12(a) and 7.12(b) shall not apply, and (ii) as set forth in Schedule 7.12: (a) The assets of the Company and its Subsidiaries and their uses comply with all applicable Requirements of Laws and Court Orders, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect. (b) The Company and its Subsidiaries have complied with all Requirements of Laws and Court Orders that are applicable to their respective assets or businesses, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect. (c) The Company and its Subsidiaries own, hold or possess all necessary permits, licenses, franchises and other authorizations from a Governmental Authority required to conduct their respective businesses substantially as conducted presently, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries is in default in any material respect under any such permit, license, franchise or other authorization. (d) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or affecting in any material respect its or their properties or assets nor, to the Knowledge of the Company, is there any basis for any of the same, and there are no lawsuits, claims or proceedings pending or threatened in which the Company or any of its Subsidiaries is the plaintiff or claimant. (e) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the Company, threatened against the executive officers of the Company or any of its Subsidiaries by reason of the past employment relationship of any such officer. (f) To the Knowledge of the Company, no legislative or regulatory proposal or other proposal for any change in any Requirement of Law, in each case which is specifically focused on the industries in which the Company or any of its Subsidiaries operates, is pending which, if adopted, could adversely affect the Company’s or its Subsidiaries ability to conduct their respective businesses as currently conducted or planned to be conducted.

Compliance with Laws; Litigation. Except (i) for the matters covered by the representations set forth in Sections 7.11 (Intellectual Property)7.12, 7.14 (Government Approvals; No Registration)7.15, 7.18 (ERISA)7.19, 7.19 (Environmental Matters) 7.20 and 7.22 (Investment Company)7.23, as to which the representations in Sections 7.12(a7.13(a) and 7.12(b(b) shall not apply, and (ii) as set forth in Schedule 7.127.13: (a) The assets of the Company and its Subsidiaries and their uses comply with all applicable Requirements of Laws and Court Orders, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect. (b) The Company and its Subsidiaries have complied with all Requirements of Laws and Court Orders that are applicable to their respective assets or businesses, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect. (c) The Company and its Subsidiaries own, hold or possess all necessary permits, licenses, franchises and other authorizations from a Governmental Authority required to conduct their respective businesses substantially as conducted presently, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries is in default in any material respect under any such permit, license, franchise or other authorization. (d) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or affecting in any material respect its or their properties or assets nor, to the Knowledge of the Company, is there any basis for any of the same, and there are no lawsuits, claims or proceedings pending or threatened in which the Company or any of its Subsidiaries is the plaintiff or claimant. (e) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the Company, threatened against the executive officers of the Company or any of its Subsidiaries by reason of the past employment relationship of any such officer. (f) To the Knowledge of the Company, no legislative or regulatory proposal or other proposal for any change in any Requirement of Law, in each case which is specifically focused on the industries in which the Company or any of its Subsidiaries operates, is pending which, if adopted, could adversely affect the Company’s or its Subsidiaries ability to conduct their respective businesses as currently conducted or planned to be conducted.

Compliance with Laws; Litigation. Except (i) for the matters covered by the representations set forth in Sections 7.11 (Intellectual Property), 7.14 (Government Approvals; No Registration), 7.18 (ERISA), 7.19 (Environmental Matters) and 7.22 (Investment Company), as to which the representations in Sections 7.12(a) and 7.12(b) shall not apply, and (ii) as set forth in Schedule 7.12: (a) The assets of the Company AdStar and each of its Subsidiaries and their current and proposed uses comply and will comply in all material respects with all applicable Requirements of Laws and Court Orders, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect.; (b) The Company AdStar and each of its Subsidiaries have complied in all material respects with all Requirements of Laws and Court Orders that are applicable to their respective its assets or businesses, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect.business; (c) The Company AdStar and each of its Subsidiaries ownowns, hold holds or possess possesses all necessary permits, licenses, franchises and other authorizations from a Governmental Authority required to conduct their respective businesses its business substantially as conducted presently, except where the failure to do so could does not be reasonably expected to have a Material Adverse Effect; and neither the Company of AdStar nor any of its Subsidiaries is in default in any material respect under any such permit, license, franchise or other authorization.; (d) There Except as set forth in Schedule 7.13, there are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the CompanyAdStar, threatened against the Company or affecting AdStar or any of its Subsidiaries or affecting in any material respect its or their properties or assets nor, to the Knowledge of the CompanyAdStar, is there any basis for any of the same, and there are no lawsuits, claims or proceedings pending or threatened in which the Company AdStar or any of its Subsidiaries is the plaintiff or claimant.; (e) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the CompanyAdStar, threatened against the principal executive officers of the Company AdStar or any of its Subsidiaries by reason of the past employment relationship of any such officer.; and (f) To the Knowledge of the CompanyAdStar, no legislative or regulatory proposal or other proposal for any change in any Requirement of Law, in each case which is specifically focused on the industries in which the Company AdStar's or any of its Subsidiaries operatesSubsidiaries' industry, is pending which, if adopted, could adversely affect the Company’s AdStar's or any of its Subsidiaries Subsidiaries' ability to conduct their respective businesses as currently conducted or planned to be conductedits business.

Compliance with Laws; Litigation. Except (i) for the matters covered by the representations set forth in Sections 7.11 (Intellectual Property), 7.14 (Government Approvals; No Registration), 7.18 (ERISA), 7.19 (Environmental Matters) and 7.22 (Investment Company), as to which the representations in Sections 7.12(a) and 7.12(b) shall not apply, and (ii) as set forth in Schedule 7.12: (a) The assets of the Company AdStar and each of its Subsidiaries and their current and proposed uses comply and will comply in all material respects with all applicable Requirements of Laws and Court Orders, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect.; (b) The Company AdStar and each of its Subsidiaries have complied in all material respects with all Requirements of Laws and Court Orders that are applicable to their respective its assets or businesses, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect.business; (c) The Company AdStar and each of its Subsidiaries ownowns, hold holds or possess possesses all necessary permits, licenses, franchises and other authorizations from a Governmental Authority required to conduct their respective businesses its business substantially as conducted presently, except where the failure to do so could does not be reasonably expected to have a Material Adverse Effect; and neither the Company of AdStar nor any of its Subsidiaries is in default in any material respect under any such permit, license, franchise or other authorization.; (d) There Except as set forth in Schedule 9.13, there are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the CompanyAdStar, threatened against the Company or affecting AdStar or any of its Subsidiaries or affecting in any material respect its or their properties or assets nor, to the Knowledge of the CompanyAdStar, is there any basis for any of the same, and there are no lawsuits, claims or proceedings pending or threatened in which the Company AdStar or any of its Subsidiaries is the plaintiff or claimant.; (e) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the CompanyAdStar, threatened against the principal executive officers of the Company AdStar or any of its Subsidiaries by reason of the past employment relationship of any such officer.; and (f) To the Knowledge of the CompanyAdStar, no legislative or regulatory proposal or other proposal for any change in any Requirement of Law, in each case which is specifically focused on the industries in which the Company AdStar's or any of its Subsidiaries operatesSubsidiaries' industry, is pending which, if adopted, could adversely affect the Company’s AdStar's or any of its Subsidiaries Subsidiaries' ability to conduct their respective businesses as currently conducted or planned to be conductedits business.