Common use of Litigation and Environmental Matters Clause in Contracts

Litigation and Environmental Matters. (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (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) no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Credit Party, threatened against or affecting the Loan Parties any Credit Party or any of their Subsidiaries Subsidiary that (i) have not been disclosed in the Disclosed Matters and as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents challenge or would reasonably be expected to affect the Transactionslegality, validity or enforceability of this Agreement. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect Effect, neither of the Credit Parties nor any Subsidiary (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) no Loan Party nor any of its Subsidiaries (1) 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 or Law, (2ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any of the Loan PartyParties, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except for any matters thatthe Disclosed Matters, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (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, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1A) 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 or (2B) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents or the TransactionsEffect. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no No Loan Party nor or 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 that could reasonably be expected to have a Material Adverse Effect and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental LiabilityLiability that could reasonably be expected to have a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Other than the Disclosed Matters, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents or the Transactions. (b) Except for the Disclosed Matters or any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (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) no Loan Party nor any of its Subsidiaries (1A) 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 or (2B) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Credit Party, threatened against or affecting the Loan Credit Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would that could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect or (ii) that involve in any Loan Documents material respect draws into question the validity or enforceability of this Agreement or the Transactions. (b) Except for any matters that, individually or in the aggregate, would could not reasonably be expected to result in have a Material Adverse Effect Effect, (i) no Loan Credit Party nor any of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any such Environmental Liability Liability, and (ii) no Loan Credit Party nor any of its Subsidiaries (1) 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 or (2) to the knowledge of a Responsible Officer of such Person, has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, aggregate would not reasonably be expected to result in a Material Adverse Effect (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) no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting the any Loan Parties Party or any of their Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents Document or the Transactions. (b) Except for with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect (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) no Loan Party Effect, neither the Company nor any of its Subsidiaries (1i) has in the past three years failed to comply with any Environmental Law or to obtain, maintain or comply with the terms and conditions of any permit, license or other approval required under any Environmental Law or Law, (2ii) has has, to the knowledge of the Borrowers, become subject to any Environmental Liability or (iii) has in the past three years (or earlier if unresolved) received written notice of any claim with respect to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06) or (ii) that involve any Loan Documents Document or the Transactions. (b) Except for any matters thatthe Disclosed Matters, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party nor or any of its Subsidiaries Subsidiary 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, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor or any of its Subsidiaries Subsidiary (1A) 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 or Law, (2B) 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.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or directly affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except (i) No Loan Party nor any of its Subsidiaries has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability and (ii) except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect (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) Effect, no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority or any applicable self-regulatory organization pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting the Loan Parties or any of its Subsidiaries or any of their Subsidiaries respective properties (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (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) no No Loan Party nor any of its Subsidiaries (1i) 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 or Law, (2ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability that, in each case, individually in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 3.06, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any the Loan PartyParties, threatened in writing against or affecting the any Loan Parties Party or any of their Subsidiaries (i) Subsidiary as to which there is a reasonable possibility of an adverse determination and thatwhich, if adversely determined, would could reasonably be expected, expected individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected aggregate to result in a Material Adverse Effect (iother than Disclosed Matters). (b) Except for Disclosed Matters, 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) no Loan Party nor any of its Subsidiaries (1i) 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 or Law, (2ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, which, in each case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) Since the date of this Agreement, there has been no material change in the status of the Disclosed Matters.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened against or affecting the either Loan Parties Party or any of their Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregateaggregate (excluding from such aggregate any Disclosed Matters), to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any Loan Documents or the Transactionsthis Agreement. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregateaggregate (excluding from such aggregate any Disclosed Matters), would could not reasonably be expected to result in a Material Adverse Effect (i) no Effect, neither 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 no Subsidiary (ii) no Loan Party nor any of its Subsidiaries (1A) 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 or Law, (2B) has become subject to any Environmental Liability or (C) has received notice of any claim with respect to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents or the TransactionsEffect. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no No Loan Party nor or 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 that could reasonably be expected to have a Material Adverse Effect and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened against or affecting the any Original Loan Parties Party or any of their its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve question the validity or enforceability of the Agreement or any of the other Loan Documents Documents, or of any action to be taken by any Original Loan Party pursuant to this Agreement or any of the Transactionsother Loan Documents. (b) Except for with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party nor Effect, neither 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) no Original Loan Party nor any of its Subsidiaries (1i) 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 or Law, (2ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or arbitrator, Governmental Authority or any non-governmental organization (e.g., the Direct Selling Self-Regulatory Council) pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting the Loan Parties or any of its Subsidiaries or any of their Subsidiaries respective properties (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (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) no No Loan Party nor any of its Subsidiaries (1i) 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 or Law, (2ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability that, in each case, individually in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe U.S. Borrower, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) on the Closing Date, that involve any Loan Documents or the Transactions. (b) Except for any matters that, that individually or in the aggregate, aggregate would not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party nor any of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) no Loan Party nor any of its Subsidiaries (1) 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 (2) has become is subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 3.06, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority (including, without limitation, the FDA) pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any the Loan Documents or the TransactionsDocuments. (b) Except for any the matters thatdisclosed on Schedule 3.06, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party nor or any of its Subsidiaries Subsidiary has received notice of any claim with respect to any Environmental Liability that, individually or knows in the aggregate, could not reasonably be expected to result in liability to the Loan Parties in excess of any basis for any Environmental Liability $10,000,000 in the aggregate and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in liability to the Loan Parties in excess of $10,000,000 in the aggregate, no Loan Party nor any of its Subsidiaries Subsidiary (1) 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 or (2) has become subject to any Environmental Liability or knows of any basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority or any applicable self-regulatory organization pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting the Loan Parties or any of its Subsidiaries or any of their Subsidiaries respective properties (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (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) no No Loan Party nor any of its Subsidiaries (1i) 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 or Law, (2ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability that, in each case, individually in the aggregate, could reasonably be expected to result in a Material Adverse Effect and each Loan Party’s and each Subsidiary’s rights thereto are not subject to any licensing agreement or similar arrangement.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents Document or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no No Loan Party nor any of its Subsidiaries Subsidiary 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, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries Subsidiary (1A) 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 or (2B) 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.

Litigation and Environmental Matters. (a) There Other than the Disclosed Matters, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents or the Transactions. (b) Except for the Disclosed Matters or any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no neither any 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) no neither any Loan Party nor any of its Subsidiaries (1A) 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 or (2B) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 3.06, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority (including, without limitation, the FDA) pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any the Loan Documents or the TransactionsDocuments. (b) Except for any the matters thatdisclosed on Schedule 3.06, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party nor or any of its Subsidiaries Subsidiary has received notice of any claim with respect to any Environmental Liability that, individually or knows in the aggregate, could not reasonably be expected to result in liability to the Loan Parties in excess of any basis for any Environmental Liability $10,000,000 in the aggregate and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in liability to the Loan Parties in excess of $10,000,000 in the aggregate, no Loan Party nor any of its Subsidiaries Subsidiary (1) 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 or (2) has become subject to any Environmental Liability or knows of any basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any a Loan Party, threatened against or affecting the a Loan Parties Party or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any of the other Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect (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) no Effect, neither a Loan Party nor any of its Subsidiaries (1i) 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 or Law, (2ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents Document or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no No Loan Party nor or any of its Subsidiaries Subsidiary 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, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor or any of its Subsidiaries Subsidiary (1A) 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 or (2B) 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.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their respective Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no 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) no Loan Party nor any of its Restricted Subsidiaries (1i) 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 or Law, (2ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability that, in each case, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents or the TransactionsEffect. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no No Loan Party nor or 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 that could reasonably be expected to have a Material Adverse Effect and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental LiabilityLiability that could reasonably be expected to have a Material Adverse Effect. .

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 3.06, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority (including, without limitation, the FDA) pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any the Loan Documents or the TransactionsDocuments. (b) Except for any the matters thatdisclosed on Schedule 3.06, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party nor or any of its Subsidiaries Subsidiary has received notice of any claim with respect to any Environmental Liability that, individually or knows in the aggregate, could not reasonably be expected to result in liability to the Loan Parties in excess of any basis for any Environmental Liability $10,000,000 in the aggregate and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in liability to the Loan Parties in excess of $10,000,000 in the aggregate, no Loan Party nor any of its Subsidiaries Subsidiary (1) 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 or (2) has become subject to any Environmental Liability.or

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 3.06, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents Document or the Transactions. (b) Except for with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party nor or any of its Subsidiaries Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) no Loan Party nor or any of its Subsidiaries Subsidiary (1A) 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 or (2B) 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.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents Document or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no No Loan Party nor or any of its Subsidiaries Subsidiary has received written notice of any material 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, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor or any of its Subsidiaries Subsidiary (1i) 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 or (2ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or 59562397_5 LEGAL_US_E # 113892680.8124105178.14 affecting the any Loan Parties Party or any of their its Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any Loan Documents Document or the Transactions. (b) Except for any matters thatthe Disclosed Matters, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) as of the Effective Date, no Loan Party nor or any of its Restricted 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, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor or any of its Restricted Subsidiaries (1) 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 or (2) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no No actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority are pending against or, to the knowledge of any Loan Party, threatened against or affecting the any Loan Parties Party or any of their Subsidiaries Restricted Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) no No Loan Party nor or any of its Subsidiaries Restricted Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor or any of its Subsidiaries Restricted Subsidiary (1A) 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 or Law, (2B) 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.

Litigation and Environmental Matters. (a) There are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened against or affecting the either Loan Parties Party or any of their Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregateaggregate (excluding from such aggregate any Disclosed Matters), to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any Loan Documents or the Transactionsthis Agreement. (ba) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregateaggregate (excluding from such aggregate any Disclosed Matters), would could not reasonably be expected to result in a Material Adverse Effect (i) no Effect, neither 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 no Subsidiary (ii) no Loan Party nor any of its Subsidiaries (1A) 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 or Law, (2B) has become subject to any Environmental Liability or (C) has received notice of any claim with respect to any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 3.06, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents or the TransactionsEffect. (b) Except for with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect Effect, (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 no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits, suits or proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility likelihood of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Documents this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect Effect, (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) no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental Liability.