Litigation and Claims; Compliance with Laws b. Except as set forth on Schedule 4.11, as of the date hereof, there is no material Litigation pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened by or against any Conveyed Entity or any of its Subsidiaries or with respect to any of their respective properties or assets, which is not fully covered by the insurance policies referenced in Section 4.12 (excluding any applicable deductibles) or which if adversely determined would have a Material Adverse Effect. As of the date hereof, no Litigation before any arbitrator or Governmental Authority has been commenced, is pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened by or against the Conveyed Entities or any of their Subsidiaries or against any of their respective properties or assets (including any items subject to the exception above) which if adversely determined would have a Material Adverse Effect. Except as set forth on Schedule 4.11, as of the date hereof, none of the Conveyed Entities or their Subsidiaries is subject to any material order, consent decree, settlement or similar agreement with any Governmental Authority which would have a Material Adverse Effect and since June 30, 1996 through the date hereof there has been no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority applicable to any Conveyed Entity or any of its Subsidiaries which would have a Material Adverse Effect.
Litigation and Claims; Compliance with Laws c. Except as set forth on Schedule 5.10, as of the date hereof, there is no material Litigation pending or, to Republic's or the Republic Subsidiaries' Knowledge, threatened by or against Republic or the Republic Subsidiaries or with respect to any of their respective properties or assets, which is not fully covered by Republic's or the Republic Subsidiaries' insurance policies or which, if adversely determined, would have a material adverse effect on the business, results of operations or financial condition of Republic or the Republic Subsidiaries or prohibit or otherwise adversely affect Republic's or the Republic Subsidiaries' ability to consummate the transactions contemplated hereby. No Litigation before any arbitrator or Governmental Authority has been commenced, is pending or, to Republic's and the Republic Subsidiaries' Knowledge, threatened by or against Republic or any Republic Subsidiary or against any of their respective properties or assets which, if adversely determined, would have a material adverse effect on the business, results of operations or financial condition of Republic or the Republic Subsidiaries or prohibit or otherwise adversely affect Republic's or the Republic Subsidiaries' ability to consummate the transactions contemplated hereby. Except as set forth on Schedule 5.10, as of the date hereof, (i) neither Republic nor any Republic Subsidiary is subject to any material order, consent decree, settlement or similar agreement with any Governmental Authority which would have a material adverse effect on the business, results of operations or financial condition of Republic or any Republic Subsidiary or prohibit or otherwise adversely affect Republic's or the Republic Subsidiaries' ability to consummate the transactions contemplated hereby and (ii) since June 30, 1996 there has been no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority applicable to Republic or any Republic Subsidiary which would have a material adverse effect on the business, results of operations or financial condition of Republic or any Republic Subsidiary or prohibit or otherwise adversely affect Republic's or the Republic Subsidiaries' ability to consummate the transactions contemplated hereby.
Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i) sets forth all Litigation as of the date hereof, including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier of the Sellers (if referred), the estimated amount of exposure, the amount the Sellers have reserved, or the amount of the Sellers' claim and estimated expenses of the Sellers in connection with such matters. Except as set forth in Schedule 4.10(a)(ii), there is no Litigation which is not fully covered by the insurance policies referenced in Section 4.12. Neither the Sellers, nor the Assets, are subject to any order, consent decree, settlement or similar agreement with any Governmental Authority. There is no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically applicable to the Sellers or any of their properties or assets. There is no Litigation relating to alleged unlawful discrimination or sexual harassment. As of the date hereof, there is no Litigation which seeks to prevent consummation of the transactions contemplated hereby or which seeks material damages in connection with the transactions contemplated hereby.
Litigation and Claims; Compliance with Laws. (a) Schedule 5.7(a)(i) sets forth all Litigation with respect to the Owned Real Property or RMS' ownership in the PSI Securities as of the date hereof, including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier of RMS (if referred), the estimated amount of exposure, the amount RMS has reserved, or the amount of RMS' claim and estimated expenses of RMS in connection with such matters. Except as set forth in Schedule 5.7(a)(ii), there is no Litigation with respect to the Owned Real Property or RMS' ownership in the PSI Securities which is not fully covered by the insurance policies referenced in Section 5.7(a)(ii). Neither the Owned Real Property nor RMS' ownership in the PSI Securities is subject to any order, consent decree, settlement or similar agreement with any Governmental Authority. There is no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically applicable to the Owned Real Property or RMS' ownership in the PSI Securities. As of the date hereof, there is no Litigation which seeks to prevent consummation of the transactions contemplated hereby or which seeks material damages in connection with the transactions contemplated hereby.
Litigation and Claims; Compliance with Laws. (a) Schedule 3.8(a) lists all Litigation pending or, to the knowledge of the Seller, threatened, including the name of the claimant, the status of the Litigation, the date of the alleged act or omission, a summary of the nature of the alleged act or omission, the date the claim was made, the date the matter was referred to the Companies' errors and omissions insurance carrier (if referred) and a statement as to whether the claim is insured and if so the insurance policy applicable to such claim. Except as indicated on Schedule 3.8(a)(i), (i) all Litigation is reasonably expected to be covered by the insurance policies referenced in Section 3.9, and (ii) except as specifically indicated on Schedule 3.8(a)(ii), to the Seller's knowledge there is no Litigation which if adversely determined would reasonably be expected to individually or in the aggregate have a Material Adverse Effect, or individually result in an award in excess of $100,000. Except as indicated on Schedule 3.8(a), there is no Litigation pending or, to the Seller's knowledge, threatened in writing by any customers, potential customers, employees, prospective employees or others against the Companies relating to alleged unlawful discrimination or sexual harassment and neither the Companies nor, to the knowledge of the Seller, any other Person is investigating any such allegation that, individually or in the aggregate, would reasonably be expected to be material. There is no unsatisfied judgment or any injunction, decree, order or other determination of an arbitrator or Governmental Authority applicable to the Companies or any of their properties or assets. There is no Litigation pending or, to the knowledge of the Seller, threatened in writing against the Seller or the Companies which seeks to prevent consummation of the transactions contemplated hereby or which seeks damages in connection with the transactions contemplated hereby, and no temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the transactions contemplated hereby has been issued and remains in effect.
Litigation and Claims; Compliance with Laws. (a) Schedule 3.21(a) sets forth all Litigation as of the date hereof, including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier of a Company (if referred), the estimated amount of exposure, the amount such Company has reserved, or the amount of a Company's claim and estimated expenses of such Company in connection with such matters. Except as set forth in Schedule 3.21(a) , there is no Litigation which is not fully covered by the insurance policies referenced in Section 3.17. Neither the Companies, nor either Company's assets or properties, are subject to any order, consent decree, settlement or similar agreement with any Governmental Authority. There is no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically applicable to either Company or any of its properties or assets. There is no Litigation relating to alleged unlawful discrimination or sexual harassment. There is no Litigation that seeks to prevent consummation of the transactions contemplated hereby or that seeks damages in connection with the transactions contemplated hereby.
Litigation and Claims; Compliance with Laws. There is no Action pending against Seller or any of its Affiliates or, to Seller’s Knowledge, threatened against Seller or its Affiliates that would have or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Seller’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or to consummate the transactions contemplated hereby or thereby, nor is there any Action relating to the Purchased Interest pending or, to Seller’s Knowledge, threatened against Seller or any of its Affiliates. Seller has at all times held the Purchased Interest in compliance with all applicable Laws.
Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a) sets forth all Litigation against ADMI, Slingshot and PSI as of the date hereof that arose on or after March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI), and, to the knowledge of ADMI, prior to March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI) and all Litigation with respect to the Business including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier (if referred) of ADMI, Slingshot or PSI, as the case may be, the estimated amount of exposure, the amount ADMI, Slingshot or PSI has reserved, or the amount of ADMI's, Slingshot's or PSI's claim and estimated expenses of ADMI, Slingshot or PSI in connection with such matters. Except as set forth in Schedule 4.10(a), there is no Litigation that arose on or after March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI), or, to the knowledge of ADMI, that arose prior to March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI) that is not fully covered by the insurance policies referenced in Section 4.12. Since March 16, 1999 (or July 12, 1999, in the case of PSI), and, to the knowledge of ADMI, prior to March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI), and except as set forth on Schedule 4.10(a), (i) Slingshot, ADMI, PSI and the Assets have not been subject to any order, consent decree, settlement or similar agreement with any Governmental Authority (ii) there has not been any judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically applicable Slingshot, ADMI, PSI or the Assets (iii) no Litigation is pending relating to alleged unlawful discrimination or sexual harassment and (iv) no Litigation has arisen that seeks to prevent consummation of the transactions contemplated hereby or that seeks material damages in connection with the transactions contemplated hereby.
Litigation and Claims; Compliance with Laws. The Company is not subject to any judgment, injunction, order or arbitration decision and there is no Litigation pending or to the Knowledge of the Company or the Sellers threatened against the Company. There is no Litigation which would affect Sellers' ability to perform their obligations hereunder. The Company has complied and is in compliance with all Laws applicable to the Company and its business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.18, the Company holds all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct its business as now being conducted or, under currently applicable Laws, to continue to conduct its business as now being conducted, including current notice of business activities reports with the appropriate Governmental Authorities of the States of Indiana, Minnesota or New Jersey, as applicable. Such licenses, permits and other authorizations as aforesaid held by the Company are valid and in full force and effect, and there are no (a) Actions pending, or to the Knowledge of the Sellers, threatened or (b) to the Knowledge of the Sellers, Investigations pending or threatened that could reasonably be expected to result in the termination, impairment or nonrenewal thereof.
Litigation and Claims; Compliance with Laws. (a) Schedule 3.21(a) sets forth all Company Litigation as of the date hereof, including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier of the Company (if referred), the estimated amount of exposure, the amount the Company has reserved, or the amount of the Company's claim and estimated expenses of the Company in connection with such matters. Neither the Company, nor the Company's assets or properties, are
