Common use of Litigation and Claims Clause in Contracts

Litigation and Claims. (a) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, there are no civil, criminal or administrative actions, suits, demands, claims, hearings, proceedings or investigations pending against, or, to the Knowledge of Seller, threatened against or affecting, or otherwise relating to Seller or any of its Affiliates, the Transferred Assets, any Specified Business or the Transaction, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets is subject to any order, writ, judgment, award, injunction or decree of any court or governmental or regulatory authority of competent jurisdiction or any arbitrator or arbitrators, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation and Claims. (a) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or Assetsor any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, there are no civil, criminal or administrative actions, suits, demands, claims, hearings, proceedings or investigations pending against, or, to the Knowledge of Seller, threatened against or affecting, or otherwise relating to Seller or any of its Affiliates, the Transferred Assets, any Specified Business or the Transaction, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets is subject to any order, writ, judgment, award, injunction or decree of any court or governmental or regulatory authority of competent jurisdiction or any arbitrator or arbitrators, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation and Claims. (a) Except (i) to Other than the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified BusinessCompeting Applications, the Transferred Assets Ongoing WCS Rulemaking Proceedings, and the Assumed Liabilities) pursuant to the Discharge (Ongoing Canadian WCS Rulemaking Proceedings, there is no pending or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of SellerCompany’s Knowledge, not arising from actionsthreatened, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, there are no civil, criminal or administrative action, suit, litigation, claim, legal actions, suitspetition, demandsarbitration, claimsmediation, hearingshearing, proceedings inquiry, governmental investigation, review or investigations other legal, administrative or tax proceeding (“Actions”) with respect to the Company or any of its Subsidiaries by or before any Governmental Entity having jurisdiction or authority over the Company or its Subsidiaries, nor any orders, judgments, awards, settlements, injunctions, or decrees (“Orders”) by, or before, any Governmental Entity pending against, or, to the Knowledge of SellerCompany’s Knowledge, threatened threatened, against or affectingrelating to the Company, any of its Subsidiaries, or any of the Company’s or its Subsidiaries’ assets (including the Transferred Spectrum Assets or the Additional Spectrum Assets) or businesses that (i) questions or contests the validity of the Company’s or its Subsidiaries’ qualification to hold the Transferred Spectrum Assets, (ii) could impose a fine, sanction, penalty, forfeiture, damages or contribution in connection with the ownership or use of the Transferred Spectrum Assets or the Additional Spectrum Assets, or (iii) would reasonably be expected to result in the revocation, cancellation, non-renewal, suspension, termination, forfeiture or modification of the Transferred Spectrum Assets or the Additional Spectrum Assets or otherwise relating result in a material liability to Seller the Company or any of its Affiliates, Subsidiaries. The Company and its Subsidiaries are not in Default under any Order affecting the Transferred Spectrum Assets or the Additional Spectrum Assets, and neither the Company nor any Specified Business of its Subsidiaries is a party to or bound by any Order that affects the Transferred Spectrum Assets or the TransactionAdditional Spectrum Assets, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectOrders affecting holders of wireless licenses generally. (b) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets is subject to any order, writ, judgment, award, injunction or decree of any court or governmental or regulatory authority of competent jurisdiction or any arbitrator or arbitrators, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation and Claims. (a) Except as set forth in Section 4.11(a) of the DiverseyLever Disclosure Schedule and except for matters relating to Environmental Matters (as to which no representation or warranty is being made except as set forth in Section 4.13), there is no Legal Proceeding or investigation pending or, to Conopco’s knowledge, threatened against any member of the Unilever Group (and related to the conduct of the DiverseyLever Business) or any Company, (i) to the extent involving amounts in excess of any Claims that will be discharged ($1,000,000, or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Casethat has or would reasonably be expected to, there are no civildirectly or indirectly, criminal or administrative actions, suits, demands, claims, hearings, proceedings or investigations pending against, or, to the Knowledge of Seller, threatened against or affecting, or otherwise relating to Seller or any of its Affiliates, the Transferred Assets, any Specified Business or the Transaction, other than those that prevent (in a way which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectresult in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $1,000,000), materially impede or delay the consummation of the transactions contemplated hereby. (b) Except as set forth in Section 4.11(b) of the DiverseyLever Disclosure Schedule and except for matters relating to Environmental Matters (as to which no representation or warranty is being made except as set forth in Section 4.13), (i) no member of the Unilever Group (in relation to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified DiverseyLever Business, the Transferred Assets ) and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as none of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets Companies is subject to any order, writ, judgment, award, injunction injunction, or decree of of, or has given any legally binding undertaking or assurance in connection with any Legal Proceeding or investigation to, any court or governmental or regulatory authority of competent jurisdiction or Governmental Authority or any arbitrator or arbitratorsarbitrators (“Orders”), other than those that and (ii) there are no internal or, to Conopco’s knowledge, outside investigations of any member of the Unilever Group (with respect to their conduct of the DiverseyLever Business) or any of the Companies concerning any actual or potential violations of Applicable Law, in each case, which has resulted, or would not, individually or in the aggregate, reasonably be expected to have result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $1,000,000. (c) The list of Legal Proceedings, Orders and investigations commenced at any time during the two years prior to the date of this Agreement involving amounts in excess of $1,000,000 to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete. (d) The list of Legal Proceedings involving, in each case, amounts in excess of $1,000,000, arising under or asserted in connection with the indemnification provisions or any similar provisions in any acquisition agreement between any member of the Unilever Group and a Material Adverse Effectthird party with respect to any Company or the DiverseyLever Business or any portion thereof commenced in the five years prior to the date of this Agreement relating to the acquisition of any Company or portion of the DiverseyLever Business having a value at the time of acquisition in excess of $10,000,000 to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete.

Litigation and Claims. (a) Except (ias set forth In Section 5.2.6(a) of the Disclosure Schedule, there is not pending, or to the extent best knowledge of XXXX or Seller threatened, any claim, litigation or governmental investigation or proceeding, at law or in equity, before any court, commission or administrative authority against XXXX or Seller with respect to or affecting XXXX or the Business, and neither Seller nor XXXX has received written notice nor has either any knowledge that there is a threat of any Claims that will be discharged (proceedings or governmental investigations with respect to or which may affect XXXX or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, there are no civil, criminal or administrative actions, suits, demands, claims, hearings, proceedings or investigations pending against, or, to the Knowledge of Seller, threatened against or affecting, or otherwise relating to Seller or any of its Affiliates, the Transferred Assets, any Specified Business or the Transaction, other than those that would not, individually or in consummation of the aggregate, reasonably be expected to have a Material Adverse Effecttransactions herein contemplated. (b) To the best knowledge or Seller, there are no facts which, if known to a potential claimant or governmental authority, would give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to XXXX, would have a material adverse effect on XXXX or the Business, or the consummation of the transactions herein contemplated. (c) Except as set forth in Section 5.2.6(c) of the Disclosure Schedule, neither XXXX nor Seller with respect to XXXX are a party to any judgment, decree, order or arbitration award (ior agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to or affecting XXXX, the Business or the Employees. (d) Neither XXXX nor Seller with respect to XXXX are in violation of, or delinquent in respect of, any judgment, decree, order or arbitration award or law, statute, or regulation of or agreement with, or any license or permit from, any federal, state or local governmental authority to which the properties, assets, personnel or business activities of XXXX are subject or to which XXXX is subject, including, but not limited to, laws, statutes and regulations relating to the extent environment, occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination. All notices, inspection reports and complaints which XXXX or Seller with respect to XXXX has received in the last three (3) years of any Claims that will be discharged (or the functional equivalent thereof violation of a type referred to in terms any portion of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (orthis paragraph, as applicablewell as any environmental reviews, the MCE Discharge or an Additional Dischargereports and inspections are set forth in Section 5.2.6(d) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets is subject to any order, writ, judgment, award, injunction or decree Disclosure Schedule. Xxxx has not received notice of any court or governmental or regulatory authority violation of competent jurisdiction or a type referred to in any arbitrator or arbitratorsportion of this paragraph which has not been corrected. (e) Seller has provided to Purchaser a brief description of all product liability claims, other than those that would notworkers’ compensation claims, individually or in automobile and general liability claims during the aggregate, reasonably be expected to have a Material Adverse Effectlast three (3) years.