Common use of Litigation and Compliance Clause in Contracts

Litigation and Compliance. (a) To the knowledge of DVI, there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of DVI, threatened: (i) against or affecting DVI or with respect to or affecting any asset or property owned, leased or used by DVI; 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 DVI aware of any basis for any such action, suit, claim, proceeding or investigation. (b) DVI 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 its business or operations, except for noncompliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on DVI. (c) Neither DVI, nor any asset of DVI 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 DVI or which is reasonably likely to prevent DVI from performing its obligations under this Agreement. (d) DVI 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 will not have a Material Adverse Effect on DVI.

Litigation and Compliance. (a) To the knowledge of DVIWFC, there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of DVIWFC, threatened: (i) against or affecting DVI WFC or with respect to or affecting any asset or property owned, leased or used by DVIWFC; 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 DVI WFC aware of any basis for any such action, suit, claim, proceeding or investigation. (b) DVI WFC 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 its business or operations, except for noncompliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on DVIWFC. (c) Neither DVIWFC, nor any asset of DVI WFC 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 DVI WFC or which is reasonably likely to prevent DVI WFC from performing its obligations under this Agreement. (d) DVI WFC 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 will not have a Material Adverse Effect on DVIWFC.

Litigation and Compliance. (a) To the knowledge of DVI, there There are no actions, suits, claims or proceedings, whether in equity or at law orlaw, or any Governmental investigations pending or, to the knowledge of DVI, or threatened: (i) against or affecting DVI any Bridgeport Group Member or with respect to or affecting any asset or property owned, leased or used by DVIany Bridgeport Group Member; or (ii) which question or challenge the validity of this Agreement, Agreement or the Amalgamation Business Combination or any action taken or to be taken pursuant to this Agreement, Agreement or the AmalgamationBusiness Combination; nor is DVI Bridgeport aware of any basis for any such action, suit, claim, proceeding or investigation. (b) DVI Each Bridgeport Group Member 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 its business the businesses, assets or operationsoperations of the Bridgeport Group, except for noncompliancenon-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on DVIthe Bridgeport Group. (c) Neither DVINo Bridgeport Group Member, nor any and no asset of DVI any Bridgeport Group Member, 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 DVI the Bridgeport Group or which is reasonably likely to prevent DVI Bridgeport from performing its obligations under this Agreement. (d) DVI Each Bridgeport Group Member 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 the Bridgeport Group, except where the failure to do so has not had and will not have a Material Adverse Effect on DVIthe Bridgeport Group.

Litigation and Compliance. (a) To the knowledge of DVI, there There are no actions, suits, claims or proceedings, whether in equity or at law orlaw, or any Governmental investigations pending or, to the knowledge of DVIFortify, threatened: (i) against or affecting DVI any Fortify Group Member or with respect to or affecting any asset or property owned, leased or used by DVIany Fortify Group Member; 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 DVI Fortify aware of any basis for any such action, suit, claim, proceeding or investigation. (b) DVI Each Fortify Group Member 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 its business the businesses or operationsoperations of the Fortify Group, except for noncompliancenon-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on DVIthe Fortify Group. (c) Neither DVINo Fortify Group Member, nor any and no asset of DVI any Fortify Group Member, 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 DVI the Fortify Group or which is reasonably likely to prevent DVI Fortify or Fortify Subco from performing its respective obligations under this Agreement. (d) DVI Each Fortify Group Member 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 the Fortify Group, except where the failure to do so has not had and will not have a Material Adverse Effect on DVIthe Fortify Group.

Litigation and Compliance. (a) To the knowledge of DVI, there There are no actions, suits, claims or proceedings, whether in equity or at law orlaw, or any Governmental investigations pending or, to the knowledge of DVILVI, threatened: (i) against or affecting DVI any LVI or with respect to or affecting any asset or property owned, leased or used by DVILVI; 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 DVI LVI aware of any basis for any such action, suit, claim, proceeding or investigation. (b) DVI LVI 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 its business the businesses or operationsoperations of LVI, except for noncompliancenon-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on DVILVI and except for the failure to hold an annual general meeting in 2017 in accordance with the BCBCA. (c) Neither DVILVI is not, nor any and no asset of DVI is LVI 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 DVI LVI or which is reasonably likely to prevent DVI LVI from performing its obligations under this Agreement. (d) DVI LVI 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 LVI, except where the failure to do so has not had and will not have a Material Adverse Effect on DVILVI.

Litigation and Compliance. (a) To the knowledge of DVI, there There are no material actions, suits, claims claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of DVIKlondex, threatened:: WSLEGAL\070635\00045\17685888v14 (i) against or affecting DVI Klondex or with respect to or affecting any asset or property owned, leased or used by DVIKlondex; or (ii) which question or challenge the validity of this Agreement, Agreement or the Amalgamation Arrangement or any action taken or to be taken pursuant to this Agreement, Agreement or the Amalgamation; nor is DVI aware of any basis for any such action, suit, claim, proceeding or investigationArrangement. (b) DVI Other than as disclosed in the Klondex Public Documents, Klondex 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 its business or operations, except for noncompliancenon-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on DVIKlondex. (c) Neither DVIKlondex, nor any asset of DVI Klondex 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 DVI Klondex or which is reasonably likely to prevent DVI Klondex from performing its obligations under this Agreement. (d) DVI Klondex 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 will would not reasonably be expected to have a Material Adverse Effect on DVIKlondex.

Litigation and Compliance. (a) To Except as to the knowledge of DVImatters described in Schedule 3.06(a) to the Zemex Disclosure Letter, there are no actions, suits, claims or proceedings, whether in equity or at law orlaw, by any Person or any investigations by any Governmental investigations Entity, pending or, to the knowledge of DVIZemex, threatened: (i) against or affecting DVI any Zemex Group Member or with respect to or affecting any asset or property owned, leased or used by DVIany Zemex Group Member; or (ii) which question or challenge the validity of this Agreement, Agreement or the Amalgamation any other Transaction Document or any action taken or to be taken pursuant to this Agreement, hereto or the Amalgamation; nor is DVI aware of any basis for any such action, suit, claim, proceeding or investigationthereto. (b) DVI Each Zemex Group Member 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 the Zemex Group, and any of its business properties or operationsfacilities, except for noncompliancenoncompliances, defaults and violations which would not, in the aggregate, be reasonably likely to have a Material Adverse Effect on DVIEffect, and each Zemex Group Member has duly filed or made all reports and returns required to be filed by it with any Governmental Entity except where the failure to do so has not had and would not be reasonably likely to have a Material Adverse Effect. (c) Neither DVINo Zemex Group Member, nor any and no asset of DVI any Zemex Group Member, 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 DVI or which is reasonably likely to prevent DVI Zemex from performing its obligations under this AgreementAgreement or any other Transaction Document. (d) DVI 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 will not have a Material Adverse Effect on DVI.