Common use of Litigation and Claims; Compliance with Laws Clause in Contracts

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. (b) Except as set forth in Schedule 4.10(b), the Sellers have complied and are in compliance with all Laws applicable to the Sellers and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.10(b), the Sellers hold all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct their business as now being conducted or, under currently applicable Laws, to continue to conduct their business as now being conducted. Except as set forth in Schedule 4.10(b), to the Knowledge of the Sellers, there is no intent on the part of the Sellers to make any changes in the conduct of the Business that will result in or cause the Sellers to be in noncompliance with applicable Laws or that will require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by the Sellers 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) Investigations to the Knowledge of the Sellers pending or threatened that could result in the termination, impairment or nonrenewal thereof.

Litigation and Claims; Compliance with Laws. (a) Section 4.12(a) of the Company Disclosure Schedule 4.10(a)(i) sets forth lists all Litigation as pending or, to the knowledge of the date hereofCompany, threatened in writing, including the name of the claimant, the status of the Litigation, the date of the alleged act or omission, a detailed narrative as to summary of the nature of the alleged act or omission, the date the claim was made, the date the matter was referred to an the Company's and Company Subsidiaries' errors and omissions insurance carrier of the Sellers (if referred), ) and a statement as to whether the estimated amount of exposure, claim is insured and if so the amount the Sellers have reserved, or the amount of the Sellers' claim and estimated expenses of the Sellers in connection with insurance policy applicable to such mattersclaim. Except as set forth indicated in Schedule 4.10(a)(ii)Section 4.12(a) of the Company Disclosure Schedule, there (i) all Litigation is no Litigation which is not fully reasonably expected to be covered by the insurance policies referenced in Section 4.124.24, and (ii) to the Company'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. Neither Except as indicated in Section 4.12(a) of the SellersCompany Disclosure Schedule, nor there is no Litigation pending or, to the AssetsCompany's knowledge, are subject threatened in writing by any customers, potential customers, employees, prospective employees or others against any of the Company and Company Subsidiaries relating to alleged unlawful discrimination or sexual harassment and neither the Company and Company Subsidiaries nor, to the knowledge of the Company, any orderother Person is investigating any such allegation that, consent decreeindividually or in the aggregate, settlement or similar agreement with any Governmental Authoritywould reasonably be expected to be material. There is no judgment, unsatisfied judgment or any injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically Entity applicable to the Sellers Company and Company Subsidiaries or any of their properties or assets. There is no Litigation relating pending or, to alleged unlawful discrimination or sexual harassment. As the knowledge of the date hereofCompany, there is no Litigation threatened in writing against the Company or the Company Subsidiaries which seeks to prevent consummation of the transactions contemplated hereby Transactions or which seeks material damages in connection with the transactions contemplated herebyTransactions, and no temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Transactions has been issued and remains in effect. (bi) Except as set forth The Company and the Company Subsidiaries, and their respective employees and agents, when acting in Schedule 4.10(b)relation to the Business, are in compliance in all material respects with all articles of organization and requirements of law, including (A) holding all Permits necessary for the Sellers have complied conduct of the Business, and are complying in all material respects with each such Permit and (B) being in compliance with all Laws laws having the purpose of prohibiting unlawful discrimination against customers or potential customers. (ii) Since January 1, 2000, none of the Company and Company Subsidiaries has received any written communication from any Governmental Entity asserting that any of the Company and Company Subsidiaries is not in compliance in all material respects with any requirement of law applicable to the Sellers Company and the Business except where the failure to be Company Subsidiaries. (iii) The Company and Company Subsidiaries have complied in compliance would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.10(b), the Sellers hold all material licenses, permits and other authorizations respects with all requirements of Governmental Authorities necessary to conduct their business as now being conducted or, under currently law applicable Laws, to continue to conduct their business as now being conducted. Except as set forth in Schedule 4.10(b), to the Knowledge Company and Company Subsidiaries with respect to the treatment of Client Trust Funds or assets subject to escheat, and to the knowledge of the SellersCompany, there is no intent on investigation by any Governmental Entity ongoing or threatened with respect to any such matter and, to the part knowledge of the Sellers to make Company, no basis exists for any changes in the conduct such investigation. Funds of the Business that will result Company and Company Subsidiaries have not been: (A) used for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (B) used for any direct or indirect unlawful payments to government officials or employees; (C) established or maintained in any unlawful or cause unrecorded fund of corporate monies or other assets; or (D) paid as any bribe, payoff, kickback or other unlawful payment; and to the Sellers to be in noncompliance with applicable Laws knowledge of the Company, no employee or that will require changes in or a loss of agent has made any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by the Sellers are valid and in full force and effect, and there are no (a) Actions pending, or to the Knowledge payment on behalf of the Sellers, threatened Company or (b) Investigations to the Knowledge of the Sellers pending or threatened that could result in the termination, impairment or nonrenewal thereofany Company Subsidiary.

Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i4.9(a) sets forth all Litigation as of the date hereof, including the name of the claimant, the date of the alleged act or omission, omission and 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 omission 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, BCGI nor the Assets, Assets are subject to any order, consent decree, settlement or similar agreement with any Governmental AuthorityAuthority relating to the Division. There is no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically applicable to BCGI, the Sellers or any of their properties or assetsassets relating to the Division. There Except as disclosed on Schedule 4.9(a), 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. (b) Except as set forth in Schedule 4.10(b4.9(b), BCGI and each of the Sellers have complied and are in compliance with all Laws (excluding Environmental Laws) applicable to BCGI and the Sellers and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effecttheir respective business. Except as set forth in Schedule 4.10(b4.9(b), BCGI and the Sellers hold all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct their respective business as now being conducted or, under currently applicable Laws, to continue to conduct their respective business as now being conducted. Except as set forth in Schedule 4.10(b4.9(b), to the Knowledge of the Sellers, there is no intent on the part of the Sellers to make any changes in the conduct of the Business businesses of BCGI or the Sellers related to the Division that will result in or cause BCGI or the Sellers to be in noncompliance with applicable Laws or that will require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effectthereto. Such licenses, permits and other authorizations as aforesaid held by BCGI and the Sellers are valid and in full force and effect, and there are no (ai) Actions pendingactions pending or, or to the Knowledge of BCGI and the Sellers, threatened or (bii) Investigations investigations pending or, to the Knowledge of BCGI and the Sellers pending or Sellers, threatened that could result in the termination, impairment or nonrenewal non-renewal thereof.

Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i4.21(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 the Sellers Company (if referred), the estimated amount of exposure, the amount the Sellers have Company has reserved, or the amount of the Sellers' Company's claim and estimated expenses of the Sellers Company in connection with such matters. Except as set forth in Schedule 4.10(a)(ii), there There is no Litigation which is not fully covered by the insurance policies referenced in Section 4.124.17. Neither the SellersCompany, nor the AssetsCompany'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 the Sellers Company or any of their its 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. (b) Except as set forth in Schedule 4.10(b4.21(b), the Sellers have Company has complied and are is in compliance with all Laws applicable to the Sellers Company and the Business its business except where the failure to be in compliance would not not, to the Knowledge of the Sellers and the Company, reasonably be expected expected, with the passage of time, to have a Material Adverse Effect. Except as set forth in Schedule 4.10(b4.21(b), the Sellers hold Company holds all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct their its business as now being conducted or, under currently applicable Laws, to continue to conduct their its business as now being conducted. Except as set forth in Schedule 4.10(b4.21(b), to the Knowledge of the Sellers, there is no intent on the part of the Sellers to make any changes in the conduct of the Business business of the Company that will result in or cause the Sellers Company to be in noncompliance with applicable Laws or that will require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by the Sellers Company are valid and in full force and effect, and there are no (ai) Actions pending, or to the Knowledge of the Sellers, threatened or (bii) Investigations to the Knowledge of the Sellers pending or threatened that could result in the termination, impairment or nonrenewal thereof.

Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i3.8(a) sets forth lists all Litigation as pending or, to the knowledge of the date hereofSeller, threatened, including the name of the claimant, the status of the Litigation, the date of the alleged act or omission, a detailed narrative as to summary of the nature of the alleged act or omission, the date the claim was made, the date the matter was referred to an the Companies' errors and omissions insurance carrier of the Sellers (if referred), ) and a statement as to whether the estimated amount of exposure, claim is insured and if so the amount the Sellers have reserved, or the amount of the Sellers' claim and estimated expenses of the Sellers in connection with insurance policy applicable to such mattersclaim. Except as set forth in indicated on Schedule 4.10(a)(ii3.8(a)(i), there (i) all Litigation is no Litigation which is not fully reasonably expected to be covered by the insurance policies referenced in Section 4.123.9, 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. Neither Except as indicated on Schedule 3.8(a), there is no Litigation pending or, to the SellersSeller's knowledge, nor threatened in writing by any customers, potential customers, employees, prospective employees or others against the AssetsCompanies relating to alleged unlawful discrimination or sexual harassment and neither the Companies nor, are subject to the knowledge of the Seller, any orderother Person is investigating any such allegation that, consent decreeindividually or in the aggregate, settlement or similar agreement with any Governmental Authoritywould reasonably be expected to be material. There is no judgment, unsatisfied judgment or any injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically applicable to the Sellers Companies or any of their properties or assets. There is no Litigation relating pending or, to alleged unlawful discrimination or sexual harassment. As the knowledge of the date hereofSeller, there is no Litigation threatened in writing against the Seller or the Companies which seeks to prevent consummation of the transactions contemplated hereby or which seeks material 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. (bi) Except as set forth The Companies, their respective employees and agents, are in Schedule 4.10(b)compliance in all material respects with all Organizational Documents and requirements of Law, including (A) holding all Permits necessary for the Sellers have complied conduct of the Business, and are complying in all material respects with each such Permit and (B) being in compliance with all Laws having the purpose of prohibiting unlawful discrimination against customers or potential customers. (ii) Since June 30, 1998, the Companies have not received any written communication from any Governmental Authority asserting that any of the Companies is not in compliance in all material respects with any Organizational Document or requirement of Law applicable to the Sellers and the Business except where the failure to be Companies. (iii) The Companies have complied in compliance would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.10(b), the Sellers hold all material licenses, permits and other authorizations respects with all requirements of Governmental Authorities necessary to conduct their business as now being conducted or, under currently Law applicable Laws, to continue to conduct their business as now being conducted. Except as set forth in Schedule 4.10(b), to the Knowledge Companies with respect to the treatment of Client Trust Funds or assets subject to escheat, and to the knowledge of the SellersSeller, there is no intent on investigation by any Governmental Authority ongoing or threatened with respect to any such matter and, to the part knowledge of the Sellers to make Seller, no basis exists for any changes in the conduct such investigation. Funds of the Business that will result Companies have not been: (A) used for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (B) used for any direct or indirect unlawful payments to government officials or employees; (C) established or maintained in any unlawful or cause unrecorded fund of corporate monies or other assets; or (D) paid as any bribe, payoff, kickback or other unlawful payment; and to the Sellers to be in noncompliance with applicable Laws knowledge of the Seller, no employee or that will require changes in or a loss of agent has made any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by the Sellers are valid and in full force and effect, and there are no (a) Actions pending, or to the Knowledge payment on behalf of the Sellers, threatened or (b) Investigations to the Knowledge of the Sellers pending or threatened that could result in the termination, impairment or nonrenewal thereofCompanies.

Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i4.10(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 the Sellers Company (if referred), the estimated amount of exposure, the amount the Sellers have Company has reserved, or the amount of the Sellers' Company’s claim and estimated expenses of the Sellers Company in connection with such matters. Except as set forth in Schedule 4.10(a)(ii), there There is no Litigation which is not fully covered by the insurance policies referenced in Section 4.12. Neither the SellersCompany nor any of the assets or properties of the Company, nor the Assets, are any Member or any Affiliate of any Member 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 Sellers Company, any Member, any Affiliate of any Member, or any of their the Company’s, any Member’s or any Affiliate’s of any Member 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. (b) Except as set forth in Schedule 4.10(b), the Sellers have The Company has complied and are is in compliance with all Laws applicable to the Sellers Company and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse EffectBusiness. Except as set forth in Schedule 4.10(b), the Sellers hold The Company holds all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct their business the Business as now being conducted or, under currently applicable Laws, to continue to conduct their business the Business as now being conducted. Except as set forth in Schedule 4.10(b), to To the Knowledge of the SellersCompany and the Members, there is no intent on the part of the Sellers to make any changes in the conduct of the Business Company’s business that will result in or cause the Sellers Company to be in noncompliance with applicable Laws or that will require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effectthereto. Such licenses, permits and other authorizations as aforesaid held by the Sellers Company are valid and in full force and effect, and there are no (ai) Actions actions pending, or to the Knowledge of the SellersCompany and Members, threatened or (bii) Investigations to the Knowledge of the Sellers Company and the Members, investigations pending or threatened that could result in the termination, impairment or nonrenewal thereof.

Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i5.7(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 the Sellers RMS (if referred), the estimated amount of exposure, the amount the Sellers have RMS has reserved, or the amount of the SellersRMS' claim and estimated expenses of the Sellers RMS in connection with such matters. Except as set forth in Schedule 4.10(a)(ii5.7(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 4.125.7(a)(ii). Neither the Sellers, Owned Real Property nor RMS' ownership in the Assets, are 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 Sellers Owned Real Property or any of their properties or assets. There is no Litigation relating to alleged unlawful discrimination or sexual harassmentRMS' 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. (b) Except as set forth in Schedule 4.10(b5.7(b), the Sellers have RMS has complied and are is in compliance with all Laws applicable to the Sellers and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse EffectOwned Real Property. Except as set forth in Schedule 4.10(b5.7(b), the Sellers hold all material licenses, permits and other authorizations of Governmental Authorities necessary with respect to conduct their business as now being conducted or, under currently applicable Laws, to continue to conduct their business as now being conductedits ownership and operations on the Owned Real Property. Except as set forth in Schedule 4.10(b5.7(b), to the Knowledge of the SellersRMS, there is no intent on the part of the Sellers to make any changes in the conduct use or operation of the Business Owned Real Property that will result in or cause the Sellers RMS to be in noncompliance with applicable Laws or that will require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by the Sellers 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) Investigations to the Knowledge of the Sellers pending or threatened that could result in the termination, impairment or nonrenewal thereof.to

Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i5.7(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 the Sellers RMS (if referred), the estimated amount of exposure, the amount the Sellers have RMS has reserved, or the amount of the SellersRMS' claim and estimated expenses of the Sellers RMS in connection with such matters. Except as set forth in Schedule 4.10(a)(ii5.7(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 4.125.7(a)(ii). Neither the Sellers, Owned Real Property nor RMS' ownership in the Assets, are 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 Sellers Owned Real Property or any of their properties or assets. There is no Litigation relating to alleged unlawful discrimination or sexual harassmentRMS' 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. (b) Except as set forth in Schedule 4.10(b5.7(b), the Sellers have RMS has complied and are is in compliance with all Laws applicable to the Sellers and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse EffectOwned Real Property. Except as set forth in Schedule 4.10(b5.7(b), the Sellers hold all material licenses, permits and other authorizations of Governmental Authorities necessary with respect to conduct their business as now being conducted or, under currently applicable Laws, to continue to conduct their business as now being conductedits ownership and operations on the Owned Real Property. Except as set forth in Schedule 4.10(b5.7(b), to the Knowledge of the SellersRMS, there is no intent on the part of the Sellers to make any changes in the conduct use or operation of the Business Owned Real Property that will result in or cause the Sellers RMS to be in noncompliance with applicable Laws or that will require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by the Sellers RMS are valid and in full force and effect, and there are no (a) Actions pending, or to the Knowledge of the SellersRMS, threatened or (b) Investigations to the Knowledge of the Sellers pending or threatened that could result in the termination, impairment or nonrenewal thereof.

Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i4.10(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 the Sellers Seller (if referred), the estimated amount of exposure, the amount the Sellers have Seller has reserved, or the amount of the Sellers' Seller’s claim and estimated expenses of the Sellers Seller in connection with such matters. Except as set forth in Schedule 4.10(a)(ii4.10(a), there is no Litigation which is not fully covered (other than applicable deductibles) by the insurance policies referenced in Section 4.12. Neither the Sellers, Seller nor any of the Assets, are Assets 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 Sellers Seller or the Shareholders or any of their the Seller’s 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. (b) Except as set forth in Schedule 4.10(b), the Sellers have Seller has complied and are is in compliance with all Laws applicable to the Sellers Seller and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.10(b), the Sellers hold Seller holds all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct their business the Business as now being conducted or, under currently applicable Laws, to continue to conduct their business the Business as now being conducted. Except as set forth in Schedule 4.10(b), to the Knowledge of the Sellers, Seller there is no intent on the part of the Sellers to make any changes in the conduct of the Business that will result in or cause the Sellers Seller to be in noncompliance with applicable Laws or that will require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by the Sellers Seller are valid and in full force and effect, and there are no (ai) Actions actions pending, or to the Knowledge of the SellersSeller, threatened or (bii) Investigations to the Knowledge of the Sellers Seller, investigations pending or threatened that could result in the termination, impairment or nonrenewal thereof.

Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i3.21(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 the Sellers a Company (if referred), the estimated amount of exposure, the amount the Sellers have such Company has reserved, or the amount of the Sellers' a Company's claim and estimated expenses of the Sellers such Company in connection with such matters. Except as set forth in Schedule 4.10(a)(ii)3.21(a) , there is no Litigation which is not fully covered by the insurance policies referenced in Section 4.123.17. Neither the SellersCompanies, nor the Assetseither 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 the Sellers either Company or any of their its properties or assets. There is no Litigation relating to alleged unlawful discrimination or sexual harassment. As of the date hereof, there There is no Litigation which that seeks to prevent consummation of the transactions contemplated hereby or which that seeks material damages in connection with the transactions contemplated hereby. (b) Except as set forth in Schedule 4.10(b3.21(b), the Sellers have each Company has complied and are is in compliance with all Laws applicable to the Sellers such Company and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effectits business. Except as set forth in Schedule 4.10(b3.21(b), the Sellers hold each Company holds all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct their its business as now being conducted or, under currently applicable Laws, to continue to conduct their its business as now being conducted. Except as set forth in Schedule 4.10(b3.21(b), to the Knowledge of the Sellers, there is no intent on the part of the Sellers to make any changes in the conduct of the Business business of either Company that will result in or cause the Sellers such Company to be in noncompliance with applicable Laws or that will shall require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effectthereto. Such licenses, permits and other authorizations as aforesaid held by the Sellers Companies are valid and in full force and effect, and there are no (ai) Actions pending, or to the Knowledge of the SellersCompanies, threatened or (bii) Investigations pending, or to the Knowledge of the Sellers pending or Companies threatened that could result in the termination, impairment or nonrenewal thereof.