Common use of Litigation and Contingent Liabilities Clause in Contracts

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on Schedule 5.4 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4, the Borrower has no material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 4.01(d) hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Policies or Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary of its Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.44.01(d), the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.35.01(a)(i).

Litigation and Contingent Liabilities. Except (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 hereto and 4.2 hereto, (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or (c) for claims which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or which involve a potential liability which does not exceed 10% of the Borrower’s Net Worth, and (d) for claims which related to Reinsurance Agreements to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its SubsidiariesBorrower, threatened against the Borrower or any such Subsidiary its Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has and its Subsidiaries have no material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3Contingent Liabilities.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 3.04 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements insurance policies or Industry Loss Warranties surety contracts issued by the Borrower or its Subsidiaries or to which it is a party party, reinsurance treaties, reinsurance certificates, or any other such agreements entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of or threatened against the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.33.03.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on Schedule 5.4 4.4 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.44.4, the Borrower has no material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.34.3.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 5.04 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements insurance policies or Industry Loss Warranties surety contracts issued by the Borrower or its Subsidiaries or to which it is a party party, reinsurance treaties, reinsurance certificates, or any other such agreements entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of or threatened against the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.35.03.

Litigation and Contingent Liabilities. (a) Except as set forth --------------------------------------- (including estimates of the dollar amounts involved) on in Schedule 5.4 4.2 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, litigation ---------------------------- (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its SubsidiariesBorrower, threatened against the Borrower or any such Subsidiary its Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has and its Subsidiaries have no material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3Contingent Liabilities.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 7.4 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements insurance policies or Industry Loss Warranties surety contracts issued by the Borrower or its Subsidiaries or to which it is a party party, reinsurance treaties, reinsurance certificates, or any other such agreements entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of or threatened against the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.37.3.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4, the Borrower has no material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 hereto and (b) except for claims which are covered by ------------ Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Policies or Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary -------- Course Litigation”"), no claim, litigation (including including, without limitation, ----------------- derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of or threatened against the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3.. -----------

Litigation and Contingent Liabilities. Except (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 hereto and 4.2 hereto, (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or (c) for claims which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties Primary Policies issued by the Borrower Max Bermuda or its Subsidiaries which involve a potential liability which does not exceed 10% of Max Bermuda’s Net Worth, (d) for claims which relate to Reinsurance Agreements or Primary Policies issued by Insurance Subsidiaries of Max US Holdings which involve a potential liability which does not exceed 10% of the Parent’s Net Worth, and (e) for claims which relate to which it is a party Reinsurance Agreements or Primary Policies entered into by the Borrower or its Insurance Subsidiaries in the ordinary course of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its SubsidiariesParent, threatened against the Borrower Parent or any such Subsidiary its Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has Parent and its Subsidiaries have no material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3Contingent Liabilities other than Permitted Guarantees.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 7.4 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements insurance policies or Industry Loss Warranties surety contracts issued by the Borrower or its Subsidiaries or to which it is a party party, reinsurance treaties, reinsurance certificates, or any other such agreements entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of or threatened against the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.37.3.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 4.4 hereto and (b) except for claims which are ------------ covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Policies or Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Insurance Subsidiaries or to which it is a party entered into by the Borrower or its Insurance Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, -------------------------- litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of or threatened against the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3.4.3. -----------

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Policies or Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 4.4 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Policies or Borrower Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Insurance Subsidiaries or to which it is a party entered into by the Borrower or its Insurance Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its Subsidiariesknowledge, threatened against the Borrower or any such Subsidiary of its Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.34.3.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 3.04 hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements insurance policies or Industry Loss Warranties surety contracts issued by the Borrower or its Subsidiaries or to which it is a party party, reinsurance treaties, reinsurance certificates, or any other such agreements entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “Ordinary Course Litigation”), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of or threatened against the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect on the Borrower, or on the Borrower and its Subsidiaries taken as a whole or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3.3.03. SECTION

Litigation and Contingent Liabilities. (a) Except as ------------------------------------- - set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 4.2 ------------ hereto and (b) except for claims which are covered by Insurance Policies, - coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or any of its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course --------------- Litigation”"), no claim, litigation (including including, without limitation, derivative ---------- actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its SubsidiariesBorrower, threatened against the Borrower or any such Subsidiary its Subsidiaries (i) which would, if adversely determined, have a Material - Adverse Effect or (ii) which relates to any of the transactions contemplated -- hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, neither the Borrower nor any of its Subsidiaries has no any material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3Contingent Liabilities.

Litigation and Contingent Liabilities. (a) Except as set forth (including estimates of the dollar amounts involved) on in Schedule 5.4 4.01(d) hereto and (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Policies or Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, litigation (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of or threatened against the Borrower or any of its Subsidiaries, threatened against the Borrower or any such Subsidiary Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has no material contingent liabilities Contingent Liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.34.01(c)(iii).

Litigation and Contingent Liabilities. (a) Except as set forth ------------------------------------- (including estimates of the dollar amounts involved) on in Schedule 5.4 4.2 hereto and ------------ (b) except for claims which are covered by Insurance Policies, coverage for which has not been denied in writing, or which relate to Primary Policies, Reinsurance Agreements or Industry Loss Warranties issued by the Borrower or its Subsidiaries or to which it is a party entered into by the Borrower or its Subsidiaries in the ordinary course of business (referred to herein as “"Ordinary Course Litigation”"), no claim, litigation -------------------------- (including including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the knowledge of the Borrower or any of its SubsidiariesBorrower, threatened against the Borrower or any such Subsidiary its Subsidiaries (i) which would, if adversely determined, have a Material Adverse Effect or (ii) which relates to any of the transactions contemplated hereby, and there is no basis known to the Borrower for any of the foregoing. Other than any liability incident to such claims, litigation or proceedings and as set forth on Schedule 5.4proceedings, the Borrower has and its Subsidiaries have no material contingent liabilities not provided for or referred to in the financial statements delivered pursuant to Section 5.3Contingent Liabilities.