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 pending or, to the knowledge of PTI, threatened: (i) against or affecting PTI or with respect to or affecting any asset or property owned, leased or used by PTI; 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; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on PTI; nor is PTI aware of any basis for any such action, suit, claim, proceeding or investigation. (b) PTI 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 non- compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on PTI. (c) Neither PTI, nor any asset of PTI 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 PTI or which is reasonably likely to prevent PTI from performing its obligations under this Agreement. (d) PTI 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 PTI.

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law Law or, any investigations by any Governmental investigations Entity pending or, to the knowledge of PTI, or threatened: (i) against or affecting PTI Nodalblock or Nodalblock Subco or with respect to or adversely affecting any asset or property owned, leased or used by PTINodalblock or Nodalblock 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; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on PTI; nor is PTI Nodalblock or Nodalblock Subco aware of any basis for any such action, suit, claim, proceeding or investigation. (b) PTI has Nodalblock and Nodalblock Subco have conducted and is are conducting its business the Nodalblock Business, respectively, in compliance with, and is not in default or violation under, and has have not received notice asserting the existence of any default or violation under, any Law applicable to its business or operationsthe Nodalblock Business, except for non- compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on PTINodalblock or Nodalblock Subco. (c) Neither PTI, Nodalblock nor any asset of PTI is its Nodalblock Assets are subject to any Lien, 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 PTI the Nodalblock Business or which is reasonably likely to prevent PTI Nodalblock from performing its obligations under this Agreement. (d) PTI has Nodalblock and Nodalblock Subco have duly filed or made all reports and returns required to be filed by it with any Government Governmental Entity and has have obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) Authorizations which are required in connection with its business and operationsthe Nodalblock Business, except where the failure to do so has not had and would will not have a Material Adverse Effect on PTINodalblock or Nodalblock Subco.

Litigation and Compliance. (a) There Except as to the matters described in Section 2.6(a) of the Tenke Disclosure Letter there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of PTI, or threatened: (i) against or affecting PTI any Tenke Group Member or with respect to or affecting any asset or property owned, leased or used by PTIany Tenke Group Member; orand (ii) which question or challenge the validity of this Agreement, any other Transaction Document or the Amalgamation Arrangement or any action taken or to be taken pursuant to this Agreement, any other Transaction Document or the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on PTIArrangement; nor is PTI Tenke aware of any basis for any such action, suit, claim, proceeding or investigation. (b) PTI has Tenke and Tenke Holdings have conducted and is are conducting its business their respective businesses in compliance with, and is are not in default or violation under, and has have not received notice asserting the existence of any default or violation under, any Law applicable to its business their respective businesses or operations, except for non- non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on PTIEffect. (c) Neither PTIExcept as described in Section 2.6(c) of the Tenke Disclosure Letter, neither Tenke nor Tenke Holdings nor any asset of PTI their respective assets, 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 PTI Tenke or Tenke Holdings or which is reasonably likely to prevent PTI Tenke from performing its obligations under this AgreementAgreement or any other Transaction Document. (d) PTI Except as described in Section 2.6(d) of the Tenke Disclosure Letter, Tenke 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 PTITenke.

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

Litigation and Compliance. (a) There Except as set out in Section 3.10 of the Bison Disclosure Letter, there are no actions, suits, claims claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of PTIBison, threatened: (i) against or affecting PTI Bison or with respect to or affecting any asset or property owned, leased or used by PTIBison; 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; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on PTIArrangement; nor is PTI Bison aware of any basis for any such action, suit, claim, proceeding proceeding, grievance, complaint or investigation. (b) PTI Bison 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 non- non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on PTIBison. (c) Neither PTIBison, nor any asset of PTI Bison 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 PTI Bison or which is reasonably likely to prevent PTI Bison from performing its obligations under this Agreement. (d) PTI Bison 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 PTIBison.

Litigation and Compliance. (a) 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 PTITartisan, threatened: (i) against or affecting PTI Tartisan or with respect to or affecting any asset or property owned, leased or used by PTITartisan; 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; except for actionsArrangement, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on PTI; nor is PTI Xxxxxxxx aware of any basis for any such action, suit, claim, proceeding proceeding, grievance, complaint or investigation. (b) PTI Tartisan 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 non- non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on PTITartisan. (c) Neither PTITartisan, nor any asset of PTI Tartisan 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 PTI Tartisan or which is reasonably likely to prevent PTI Xxxxxxxx from performing its obligations under this Agreement. (d) PTI Tartisan 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 PTITartisan.