Common use of Litigation and Compliance Clause in Contracts

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations now in progress, pending or, to the knowledge of CIVC, threatened: (i) against or affecting CIVC or CIVC Subco or with respect to or affecting any asset or property owned, leased or used by CIVC or CIVC Subco; or (ii) which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement or the Amalgamation; nor is CIVC aware of any basis for any such action, suit, claim, proceeding or investigation, except for actions, suits, claims or proceeding which would not, in the aggregate, have a Material Adverse Effect on CIVC. (b) Each of CIVC and CIVC Subco has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of CIVC or CIVC Subco, except for non-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on CIVC or CIVC Subco. (c) Neither CIVC or CIVC Subco, and no asset of CIVC or CIVC Subco, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on CIVC or CIVC Subco or which is reasonably likely to prevent CIVC or CIVC Subco from performing its respective obligations under this Agreement. (d) Each of CIVC and CIVC Subco has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on CIVC or CIVC Subco.

Litigation and Compliance. ‌ (a) There Except as disclosed in the Disclosure Letter, to the best of GLC’s knowledge, there are no actions, suits, claims or proceedings, whether in equity or at lawlaw or, or any Governmental investigations now in progress, pending or, to the knowledge of CIVC, or threatened: (i) against or affecting CIVC GLC or CIVC Subco the GLC Subsidiaries or with respect to or affecting any asset or property owned, leased or used by CIVC GLC or CIVC Subcothe GLC Subsidiaries; or (ii) which question or challenge the validity of this Agreement Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement Agreement, or the Amalgamation; nor is CIVC GLC aware of any basis for any such action, suit, claim, proceeding or investigation, except for actions, suits, claims or proceeding which would not, in the aggregate, have a Material Adverse Effect on CIVC. (b) There is not outstanding against GLC or the GLC Subsidiaries, any judgment, decree, injunction, rule, order or award of any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Each of CIVC GLC and CIVC Subco the GLC Subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses its business or operations of CIVC or CIVC Subcooperations, except for non-compliance, defaults, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on CIVC or CIVC SubcoGLC. (cd) Neither CIVC or CIVC SubcoGLC nor any of its assets, and no asset of CIVC or CIVC Subcoincluding the GLC Subsidiaries, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on CIVC or CIVC Subco GLC or which is reasonably likely to prevent CIVC or CIVC Subco GLC from performing its respective obligations under this Agreement. (de) Each To the best knowledge of CIVC GLC, each of GLC and CIVC Subco the GLC Subsidiaries has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would will not have a Material Adverse Effect on CIVC or CIVC SubcoGLC.

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at lawLaw, or any investigations by any Governmental investigations now in progress, Entity pending or, to the knowledge of CIVC, or threatened: (i) against or affecting CIVC eXeBlock or CIVC eXeBlock Subco or with respect to or adversely affecting any asset or property owned, leased or used by CIVC eXeBlock or CIVC eXeBlock Subco; or (ii) which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement or the Amalgamation; nor is CIVC eXeBlock or eXeBlock Subco aware of any basis for any such action, suit, claim, proceeding or investigation, except for actions, suits, claims or proceeding which would not, in the aggregate, have a Material Adverse Effect on CIVC. (b) Each of CIVC eXeBlock and CIVC eXeBlock Subco has have conducted and is are conducting its the business of eXeBlock and eXeBlock Subco in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of CIVC eXeBlock or CIVC eXeBlock Subco, except for non-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on CIVC eXeBlock or CIVC eXeBlock Subco. (c) Neither CIVC eXeBlock, nor eXeBlock Subco nor any assets of eXeBlock or CIVC Subco, and no asset of CIVC or CIVC Subco, is eXeBlock Subco are subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on CIVC eXeBlock or CIVC eXeBlock Subco or which is reasonably likely to prevent CIVC eXeBlock or CIVC eXeBlock Subco from performing its respective obligations under this Agreement. (d) Each of CIVC eXeBlock and CIVC eXeBlock Subco has have duly filed or made all reports and returns required to be filed by it with any Government Governmental Entity and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) Authorizations which are required in connection with its the business and operationsoperations of eXeBlock and eXeBlock Subco, except where the failure to do so has not had and would will not have a Material Adverse Effect on CIVC eXeBlock or CIVC eXeBlock Subco.

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law, or any Governmental ‎Governmental investigations now in progress, pending or, to the knowledge of CIVCVON Acquisition, threatened:threatened:‎ (i) against or affecting CIVC or CIVC Subco any VON Acquisition Group Member or with respect to or affecting any asset ‎asset or property owned, leased or used by CIVC or CIVC Subcoany VON Acquisition Group Member; or (ii) which question or challenge the validity of this Agreement or the Amalgamation or any ‎any action taken or to be taken pursuant to this Agreement or the Amalgamation; ‎Amalgamation;‎ nor is CIVC VON Acquisition aware of any basis for any such action, suit, claim, proceeding or investigation, except for actions, suits, claims or proceeding which would not, in the aggregate, have a Material Adverse Effect on CIVC.‎investigation.‎ (b) Each of CIVC and CIVC Subco VON Acquisition Group Member has conducted and is conducting its business in compliance ‎compliance with, and is not in default or violation under, and has not received notice asserting ‎asserting the existence of any default or violation under, any Law applicable to the businesses ‎businesses or operations of CIVC or CIVC Subcothe VON Acquisition Group, except for non-compliance, defaults, and ‎and violations which would not, in the aggregate, have a Material Adverse Effect on CIVC or CIVC Subco.‎the VON Acquisition Group.‎ (c) Neither CIVC or CIVC Subco‎No VON Acquisition Group Member, and no asset of CIVC or CIVC Subcoany VON Acquisition Group Member, is subject to any ‎any judgment, order or decree entered in any lawsuit or proceeding which has had, or ‎or which is reasonably likely to have, a Material Adverse Effect on CIVC or CIVC Subco or the VON Acquisition Group ‎or which is reasonably likely to prevent CIVC VON Acquisition, Axxxxxx Xxxxx or CIVC US Subco from performing ‎performing its respective obligations under this Agreement.Agreement.‎ (d) Each of CIVC and CIVC Subco VON Acquisition Group Member has duly filed or made all reports and returns required to ‎to be filed by it with any Government and has obtained all permits, licenses, consents‎consents, approvals, certificates, registrations and authorizations (whether Governmental‎Governmental, regulatory or otherwise) which are required in connection with its business the ‎business and operationsoperations of the VON Acquisition Group, except where the failure to do so has not ‎not had and would will not have a Material Adverse Effect on CIVC or CIVC Subco.the VON Acquisition Group.‎

Litigation and Compliance. (a) There are no actions, suits, claims Claims or proceedings, whether in equity or at law, or any Governmental investigations now in progress, pending or, to the knowledge of CIVCCamex’s knowledge, pending or threatened: (i) against or affecting CIVC Camex or CIVC Subco the Camex Subsidiary or with respect to or affecting any asset or property owned, leased or used by CIVC Camex or CIVC Subcothe Camex Subsidiary; or (ii) which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement or the Amalgamation; nor is CIVC Camex aware of any basis for any such action, suit, claimClaim, proceeding or investigation, except for actions, suits, claims or proceeding which would not, in the aggregate, have a Material Adverse Effect on CIVC. (b) Each of CIVC Camex and CIVC Subco the Camex Subsidiary has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of CIVC or CIVC Subcothe Camex Group, except for non-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on CIVC Camex or CIVC Subco.the Camex Subsidiary (c) Neither CIVC None of Camex or CIVC Subcothe Camex Subsidiary, and no asset of CIVC Camex or CIVC Subcothe Camex Subsidiary, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on CIVC Camex or CIVC Subco the Camex Subsidiary or which is reasonably likely to prevent CIVC or CIVC Subco Camex from performing its respective obligations under this Agreement. (d) Each of CIVC Camex and CIVC Subco the Camex Subsidiary has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of Camex or the Camex Subsidiary, except where the failure to do so has not had and would will not have a Material Adverse Effect on CIVC Camex or CIVC Subcothe Camex Subsidiary. Each Authorization is valid, subsisting, in full force and effect, enforceable in accordance with its terms in good standing and neither Camex nor the Camex Subsidiary is in material default or breach of any Authorization. There are no Claims pending, or to the knowledge of Camex, threatened to revoke, or limit any Authorization. (e) Neither Camex nor the Camex Subsidiary nor, to the knowledge of Camex, any director, officer, agent, employee, affiliate or other Person acting on behalf of Camex or the Camex Subsidiary is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation by any such Person of the CFPOA, FCPA, including any offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything 010017000-00145797; 2 22 of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. Camex and the Camex Subsidiary have conducted its business in compliance with the CFPOA and the FCPA and has instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance with the CFPOA and FCPA. (f) The operations of Camex and the Camex Subsidiary are and have been conducted at all times in compliance with applicable Money Laundering Laws and no Claim by or before any Governmental entity involving Camex or the Camex Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of Camex, threatened.

Litigation and Compliance. (a) There Except as otherwise disclosed, there are no actions, suits, claims claims, grievances, complaints or proceedings, whether in equity or at lawlaw or, or any Governmental investigations now in progress, pending or, to the knowledge of CIVCBuena Vista, threatened: (i) against or affecting CIVC or CIVC Subco Buena Vista or with respect to or affecting any asset or property owned, leased or used by CIVC or CIVC SubcoBuena Vista; or (ii) which question or challenge the validity of this Agreement or the Amalgamation Arrangement or any action taken or to be taken pursuant to this Agreement or the AmalgamationArrangement; nor is CIVC Buena Vista aware of any basis for any such action, suit, claim, proceeding proceeding, grievance, complaint or investigation, except for actions, suits, claims or proceeding which would not, in the aggregate, have a Material Adverse Effect on CIVC. (b) Each of CIVC and CIVC Subco Buena Vista has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses its business or operations of CIVC or CIVC Subcooperations, except for non-non- compliance, defaults, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on CIVC or CIVC SubcoBuena Vista. (c) Neither CIVC or CIVC SubcoBuena Vista, and no nor any asset of CIVC or CIVC Subco, Buena Vista is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on CIVC or CIVC Subco Buena Vista or which is reasonably likely to prevent CIVC or CIVC Subco Buena Vista from performing its respective obligations under this Agreement. (d) Each of CIVC and CIVC Subco Buena Vista has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably be expected to have a Material Adverse Effect on CIVC or CIVC SubcoBuena Vista.