Common use of Litigation and Environmental Matters Clause in Contracts

Litigation and Environmental Matters. (i) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (A) which are likely, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Litigation) or (B) that involve this Agreement or the Transactions. (ii) Except for the Disclosed Litigation and except with respect to any other matters that, individually or in the aggregate, are not likely to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (iii) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerCFC, threatened against or affecting the Borrower CFC or any of its Subsidiaries which (Ai) which are reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement Agreement, any of the other Loan Documents or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower CFC nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Loan Party (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyan adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are would not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries no Loan Party (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (Ai) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement Agreement, the other Loan Documents or the Transactions. (iib) Except for the Disclosed Litigation and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, had a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerCompany, threatened against or affecting the Borrower Company or any of its Subsidiaries (Ai) which are likelythat would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions, as of the date of this Agreement. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower Company nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, in a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary, (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyan adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect after taking into account insurance proceeds or other recoveries from third parties actually received (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse EffectEffect after taking into account insurance proceeds or other recoveries from third parties actually received, neither the Borrower nor any of its Subsidiaries Restricted Subsidiary, to the Borrower’s knowledge, (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any claim with respect to any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrowerany Loan Party, threatened against or affecting the Administrative Borrower or any of its Subsidiaries (Ai) which are likelythat would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Administrative Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyan adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or any of the TransactionsLoan Documents. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries Subsidiary (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, or (Ciii) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Superholdings, Alamosa Delaware or the Borrower, threatened against or affecting Superholdings, APCS, Alamosa Delaware, the Borrower or any of its the Restricted Subsidiaries (Ai) as to which are likelythere is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement any of the Loan Documents or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither Superholdings, APCS, Alamosa Delaware, the Borrower nor any of its the Restricted Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting any Holding Company, the Borrower or any Subsidiary as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyan adverse determination and that, if adversely determined would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Litigation) or (B) that involve this Agreement or the TransactionsMatters). (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are would not likely reasonably be expected to result in a Material Adverse Effect, neither any Holding Company, the Borrower nor any of its Subsidiaries Subsidiary (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental LawPermit, (Bii) has become subject to any Environmental Liability, Liability or (Ciii) has received written notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofwould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (A) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (B) or, as of the Effective Date, that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerBorrowers, threatened against or affecting the Borrower Parent or any of its Subsidiaries (Ai) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower Parent nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, in a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits suits, proceedings or proceedings ongoing investigations by or before any arbitrator or Governmental Authority pending against oragainst, to nor has the knowledge of the BorrowerBorrower received written notice threatening any action, threatened suit, proceeding or investigation against or affecting the Borrower or any of its the Subsidiaries (Ai) which are likely, individually or in the aggregate, could be reasonably expected to result in have a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its the Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries Subsidiary (Ai) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters in Part A of Schedule 3.06) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation and except with respect to Disclosed Matters in Part B of Schedule 3.06 and any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries Subsidiary (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any reasonable basis for any Environmental Liability. (iiic) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerExecutive Officers, threatened against or affecting the Borrower or any of its Subsidiaries (Ai) which are likelythat would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Litigation) or (Bii) that involve this Agreement or the TransactionsTransactions or the transactions contemplated by the IPO or the Notes Offering. (iib) Except for the Disclosed Litigation and except with respect to any other matters that, individually or in the aggregate, are would not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, Liability or (Ciii) has received written notice of any claim with respect to any Environmental Liability or (D) knows Liability, and, to the knowledge of any the Executive Officers, there is no reasonable basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the any Disclosed Litigation Matter with respect to this Section 3.06 that, individually or in the aggregate, has resulted in, or materially substantially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (i) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerGuarantor, threatened against or affecting the Borrower Guarantor or any of its Subsidiaries (A) which are likely, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Litigation) or (B) that involve this Agreement or the Transactions. (ii) Except for the Disclosed Litigation and except with respect to any other matters that, individually or in the aggregate, are not likely to result in a Material Adverse Effect, neither the Borrower Guarantor nor any of its Subsidiaries (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (iii) Since the date of this AgreementDecember 11, 2006, there has been no change in the status of the Disclosed Litigation that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (Ai) the reasonably anticipated outcome of which are likelywould, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental LawPermit, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability Claim or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofcould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrowerany Loan Party, threatened against or affecting the Borrower or any such Person (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyan adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than those set forth in the Disclosed LitigationInformation Certificate) or (Bii) that involve this Agreement or any of the TransactionsLoan Documents. (iib) Except for the Disclosed Litigation matters set forth in the Information Certificate, and except with respect as could not reasonably be expected to any other matters that, individually or in the aggregate, are not likely to result in have a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries no Loan Party (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has has, to the knowledge of any Loan Party become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation matters set forth in the Information Certificate that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofcould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There Except as set forth on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerCompany, threatened against or affecting the Borrower Company or any of its Subsidiaries Subsidiary (Ai) which are likelycould reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Litigation) or (Bii) that involve this Agreement any Loan Document or the Transactions. (iib) Except for the Disclosed Litigation as set forth on Schedule 3.06 and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower Company nor any of its Subsidiaries Subsidiary (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation matters set forth on Schedule 3.06 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries Subsidiary (Ai) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation and Matters or except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries Subsidiary (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, in a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the any Borrower, threatened against or affecting the such Borrower or any of its the Subsidiaries (Ai) which are likelycould reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the no Borrower nor any of its the Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerBorrower or any Subsidiary, threatened against or affecting the Borrower or any of its Subsidiaries Subsidiary (Ai) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement any of the Loan Documents or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries Subsidiary (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its the Subsidiaries (A) as to which are likelythere is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Litigation) or (B) that involve this Agreement or the TransactionsMatters). (iib) Except for the Disclosed Litigation and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its the Subsidiaries (Ai) has failed to comply is currently not in compliance with any Environmental Law or to obtain, does not maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the actual knowledge of the Borrower, threatened against or affecting the Borrower or any Loan Party (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyan adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries no Loan Party (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or nor (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrowerany Loan Party, threatened in writing against or affecting the Borrower Loan Parties or any of its their Subsidiaries (Ai) which are likelycould reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters (i) no Loan Party nor any of its Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower no Loan Party nor any of its Subsidiaries (A1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, is reasonably likely to result in a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerCompany, threatened against or affecting the Borrower or any DealerTrack Company (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyadverse determinations that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than the Disclosed Litigation) or (Bii) that involve this Agreement any of the Loan Documents or the Financing Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any for other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries no DealerTrack Company (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become is subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any reasonable basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There Except the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries Subsidiary (Ai) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Litigation) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries Subsidiary (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against oragainst, to nor has the knowledge of the BorrowerBorrower received written notice threatening any action, threatened suit or proceeding against or affecting the Borrower or any of its Subsidiaries (Ai) which are likely, individually or in the aggregate, could be reasonably expected to result in have a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the any Borrower or any Group Entity (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyan adverse determination and that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the no Borrower nor any of its Subsidiaries Group Entity (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, in a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (Ai) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, in a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or the Transactions (Ai) which are likelythat could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactionsother Loan Documents. (iib) Except for the Disclosed Litigation and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, had a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrowerany Loan Party, threatened in writing against or affecting the Borrower Loan Parties or any of its their Subsidiaries (Ai) which are likelycould reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters (i) no Loan Party nor any of its Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower no Loan Party nor any of its Subsidiaries (A1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofis reasonably likely to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries Loan Party (Ai) which are likelywould reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters listed on Schedule 3.06) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are would not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (i1) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (Ai) as to which are likelythere is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (ii2) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become is subject to any Environmental Liability, (Ciii) has received any written notice of any claim with respect to any Environmental Liability or (Div) knows has knowledge of any basis for any reason to reasonably conclude that Environmental LiabilityLiability will be incurred. (iii3) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerCompany, threatened against or affecting the Borrower Company or any of its Subsidiaries (Ai) which are likelythat would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions, as of the date of this Agreement. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower Company nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this AgreementDecember 31, 2014, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, in a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any of the BorrowerLoan Parties, threatened against or affecting the Borrower or any of its Subsidiaries the Loan Parties (Ai) as to which are likelythere is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither none of the Borrower nor any of its Subsidiaries Loan Parties (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there There has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any UNOVA Company (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyadverse determinations that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than the Disclosed Litigation) or (Bii) that involve this Agreement any of the Financing Documents or the Financing Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any for other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries no UNOVA Company (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become is subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrowerany Loan Party, threatened against or affecting the Borrower or any of its Subsidiaries (Ai) which are likelythat would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iib) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiic) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (i) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the such Borrower, threatened against or affecting the any Borrower or any of its Subsidiaries (A) as to which are likelythere is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (B) that involve this Agreement the Loan Documents or the Transactions. (iia) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are could not likely reasonably be expected to result in a Material Adverse Effect, neither the no Borrower nor any of its Subsidiaries (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (iiib) Since the date of this Agreement, there has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ia) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Loan Party (i) as to which there is a reasonable possibility of its Subsidiaries (A) which are likelyan adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed LitigationMatters) or (Bii) that involve this Agreement or the Transactions. (iia) Except for the Disclosed Litigation Matters and except with respect to any other matters that, individually or in the aggregate, are would not likely reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries no Loan Party (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (iiib) Since the date of this Agreement, there There has been no change in the status of the Disclosed Litigation Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.