Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent or any of its Subsidiaries, whether or not accrued, contingent or otherwise otherwise, other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June September 30, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June September 30, 2017 (the “Company Parent Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June September 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by Parent or the Company or SpinCo Merger Subs of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither Parent, the Company Merger Subs nor any of its their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Effect.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the CompanyParent, threatened in writing against the Company Parent or any of its Subsidiaries, or against any present or former officer or director of Parent or any of its Subsidiaries in such individual’s capacity as such, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June 30March 31, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual quarterly report on Form 10-K Q for the fiscal year quarter ended June 30March 31, 2017 (the “Company Parent Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30March 31, 2017; (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents)transactions contemplated hereby; or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, awardOrder, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected likely to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)6.6) or that would prevent, materially delay or materially impair the ability of Parent to consummate the Merger.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent or any of its Subsidiaries, whether or not accrued, contingent or otherwise otherwise, other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June September 30, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June September 30, 2017 (the “Company Parent Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June September 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by Parent, Holdco or the Company or SpinCo Merger Subs of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither Parent, Holdco, the Company Merger Subs nor any of its their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Effect.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) ), pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, 2016 and the notes thereto set forth in the Company’s annual quarterly report on Form 10-K Q for the fiscal year quarter ended June 30, 2017 2016 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 20172016; (iii) liabilities or obligations arising out of the Transaction Documents this Agreement (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in this Agreement) or third-party service provider obligations incurred in connection with the Transaction Documents)transactions contemplated hereby; or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected likely to have, have a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.066.5).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) proceedings, pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiariesliabilities, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June 30December 31, 2017, 2013 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June 30December 31, 2017 (the “Company Balance Sheet”)2013; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 20172013; (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (transactions contemplated hereby; and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would notnot reasonably be likely to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that wouldwould reasonably be likely to have, individually or in the aggregate, reasonably be expected to have, a Company Parent Material Adverse Effect (except to Effect. For purposes of this Agreement, the extent expressly consented to by term “Knowledge of Parent” means the actual knowledge of the individuals identified on Section 5.2(g) of the Parent pursuant to Section 5.06)Disclosure Letter.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) proceedings, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiariesliabilities, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30December 31, 2017, 2013 and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30December 31, 2017 2013 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 20172013; (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents)transactions contemplated hereby; or (iv) liabilities or obligations that would notnot reasonably be likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that wouldwould reasonably be likely to have, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.066.5).

Litigation and Liabilities. (i) (A) There are no civilpending, criminal or administrative actionsor, to the knowledge of the Company, threatened, suits, claims, hearings, arbitrations, investigations or other proceedings (each, an “ProceedingsAction”) pending orbefore any Governmental Entity to which the Company or any of its Subsidiaries is a party or any Action by any Governmental Entity against or involving the Company or its Subsidiaries, and (B) the Company is not subject to any outstanding judgment, order, writ, injunction, decree or award of any Governmental Entity, in each case that, individually or in the Knowledge of the Companyaggregate, threatened against would reasonably be expected to be material to the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. . (ii) There are no material obligations or liabilities of the Company or any of its Subsidiaries, Subsidiaries (whether or not accrued, contingent or otherwise other than (iotherwise) liabilities that would be required to be reflected or obligations disclosed, reflected, reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or otherwise provided for in the notes thereto, other than: (A) obligations or liabilities to the extent (I) reflected on the consolidated balance sheet of the Company as of June 30Company, 2017, and (II) readily apparent in the notes thereto set forth or (III) included in the Company’s annual report Quarterly Report on Form 10-K Q for the fiscal year period ended June 30, 2017 2012; (the “Company Balance Sheet”); (iiB) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 20172012; or (iiiC) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty from contractual arrangements entered into in the Transaction Documents); or ordinary course of business, including obligations with respect to employment agreements (iv) liabilities or obligations that would notnone of which results from, individually or arises out of, relates to, is in the aggregatenature of, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor or was caused by any breach of its Subsidiaries is a party to contract, breach of warranty, tort, infringement or subject to the provisions violation of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06Law).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries would reasonably be expected to result in any claims against, or obligations or liabilities of, Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity, except in each case for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There are no liabilities or obligations or liabilities of the Company Parent or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, known or unknown, asserted or unasserted, absolute, determined, determinable or otherwise and whether or not accrued, contingent that would be required to be reflected or otherwise reserved against on a balance sheet prepared in accordance with GAAP, other than than: (i) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the consolidated most recent balance sheet of included in the Company as of June 30, 2017, and Parent Reports or in the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”)to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017the date of the most recent balance sheet included in the Parent Reports; (iii) liabilities or obligations arising out of incurred in connection with the Transaction Documents (Transactions; and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. (i) There are no civil, criminal or administrative actions, suits, claims, hearings, litigations, arbitrations, investigations or other proceedings pending (“Proceedings”in each of the foregoing cases, of which the Company or any of its Subsidiaries or Affiliates has been given written notice) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its SubsidiariesSubsidiaries or Affiliates (A) by, except for those that would notbefore or with the Department of Health and Human Services (“HHS”), the Drug Enforcement Agency (the “DEA”), state Medicaid agencies and applicable state licensing agencies, in each case that, individually or in the aggregate, are, or would reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (B) by, before or with any other Governmental Entity or (C) by or with any other Person, except, in the case of clauses (B) and (C), for any such matters that, individually or in the aggregate, have not resulted, and would not reasonably be expected to result, in a Company Material Adverse Effect. There are no obligations or liabilities None of the Company or any of its SubsidiariesSubsidiaries or Affiliates is a party to, or subject to the provisions of, any material judgment, order, writ, injunction, decree or award of any Governmental Entity. (ii) There are no liabilities or obligations of the Company or any Subsidiary of the Company, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, other than those: (iA) liabilities reflected or obligations disclosed, reflected, reserved against or otherwise provided for in on the consolidated balance sheet of the Company as of June 30, 2017, and or readily apparent in the notes thereto set forth thereto, in each case included in the Company’s annual quarterly report on Form 10-K Q for the fiscal year period ended June 30December 31, 2017 2004 (but only to the “Company Balance Sheet”extent so reflected or readily apparent); ; (iiB) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 20172004; (C) required to be performed after the date of this Agreement pursuant to the terms of Contracts or by Law; or (iiiD) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would notthat, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. There (a) Except as set forth in the Parent Reports, there are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the CompanyParent, threatened in writing against the Company Parent, any of its Subsidiaries or any of its Subsidiaries, their respective properties or assets except for those that as would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There are no . (b) Except for obligations and liabilities (i) reflected or liabilities reserved against in Parent’s consolidated statements of financial position (and the Company notes thereto) included in the Parent Reports filed prior to the date of this Agreement or (ii) incurred in the Ordinary Course since December 31, 2017, neither Parent nor any of its SubsidiariesSubsidiaries has incurred any liabilities or obligations (whether absolute, whether or not accrued, contingent or otherwise other than (i) and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make-whole or similar liabilities or obligations disclosedobligations) that would be required by GAAP to be reflected on a consolidated statement of financial position (or notes thereto) of Parent and its Subsidiaries, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company except as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither . (c) As of the Company date of this Agreement, neither Parent, nor any of its Subsidiaries is nor any of their respective properties or assets are a party to or subject to to, or affected by, the provisions of any material judgment, order, writ, injunction, decreestipulation, awardruling, stipulation determination, decree or settlement award of or with any Governmental Entity that wouldexcept as would not, individually or in the aggregate, reasonably be expected to have, have a Company Parent Material Adverse Effect Effect. (except d) Notwithstanding anything contained in this Section 6.7, no representation or warranty shall be deemed to the extent expressly consented to by Parent pursuant to be made in this Section 5.06)6.7 in respect of environmental matters.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge knowledge of the Company's chief executive officer, chief financial officer, chief accounting officer, general counsel or executive vice president for human resources ("Company Officers" ), threatened against the Company or any of its SubsidiariesSubsidiaries except, in each case, for those that, individually or in the aggregate, have not had and would not have a Material Adverse Effect on the Company or prevent, materially delay or materially impair the Company's ability to consummate the Merger or any of the other transactions contemplated by this Agreement. (b) Neither the Company nor any of its Subsidiaries had at December 31, 1999, or has incurred since that date and as of the date of this Agreement, any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except for those that (i) liabilities, obligations or contingencies (1) which are accrued or reserved against in the most recent audited consolidated balance sheet of the Company as of December 31, 1999 or reflected in the notes thereto or (2) which were incurred after December 31, 1999 in the ordinary course of business and consistent with past practices or (ii) liabilities, obligations or contingencies which (1) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in Effect on the Company’s annual report on Form 10-K for , (2) have been discharged or paid in full prior to the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred date of this Agreement in the ordinary course of business consistent with past practice since June 30business, 2017; or (iii3) liabilities or obligations arising out are not required to be reflected in the consolidated financial statements of the Transaction Documents (Company and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or prepared in accordance with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)U.S. GAAP consistently applied.

Litigation and Liabilities. There Except as disclosed or reflected in the Company Reports filed prior to the date hereof or as disclosed in the Audited Financials, and except for obligations and liabilities arising in the ordinary and usual course since the date on which the Company's Quarterly Report in Form 10-Q for its third fiscal quarter ended June 30, 1998 was filed with the SEC (which obligations and liabilities have not had, and are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect), there are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its SubsidiariesSubsidiaries or any current or former director or officer of the Company or any of its Subsidiaries (in their capacity as such) or (ii) obligations or liabilities, except for whether or not accrued, contingent or otherwise, including those that would notrelating to matters involving any Environmental Law (as defined in Section 5.1(k)), that, in the case of either clause (i) or (ii), individually or in the aggregate, are reasonably be expected likely in either such case to have a Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or, as of the date hereof, the Company Option Agreement. There Except as disclosed in the Company Reports filed prior to the date hereof or as disclosed in the Audited Financials, there are no obligations outstanding orders, judgments, injunctions, awards or liabilities decrees of any Governmental Entity against the Company or any of its Subsidiaries, whether any of its or not accruedtheir properties, contingent assets or otherwise other than (i) liabilities or obligations disclosedbusiness, reflectedor, reserved against or otherwise provided for in to the consolidated balance sheet knowledge of the Company as executive officers of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 any of its or their current or former directors or officers (the “Company Balance Sheet”in their capacity as such); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would notis reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. (a) There are no civilActions pending, criminal or administrative actionsthreatened in writing, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the CompanyParent, threatened otherwise threatened, against the Company Parent or any of its SubsidiariesSubsidiaries (and no Governmental Entity has notified Parent of its intention to initiate an Action), except for those that as would not, individually or in the aggregate, reasonably be expected to have prevent, materially delay or materially impair the ability of Parent to consummate the Transactions. (b) Since its date of incorporation, neither Parent nor Merger Sub has carried on any business or conducted any operations other than: (i) directed towards the accomplishment of a Company Material Adverse Effectbusiness combination; and (ii) the execution of this Agreement and the other Transaction Documents to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto. There are no Neither Parent nor Merger Sub has any obligations or liabilities of the Company or any of its Subsidiaries, (whether or not accrued, contingent absolute, contingent, unknown or otherwise otherwise), other than liabilities that (i) liabilities or obligations disclosed, reflected, have been adequately reserved against or otherwise provided for reflected in the consolidated balance sheet of financial statements included in or incorporated by reference into the Company as of June 30, 2017, Parent Reports (including the related notes and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”schedules); (ii) liabilities or obligations were incurred in the ordinary course of business consistent with past practice since June 30, 2017and which are not material; or (iii) liabilities have been incurred as expressly required by this Agreement. Parent is not a party to or obligations arising out of subject to the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo provisions of any representation or warranty Order that restricts the manner in the Transaction Documents); or (iv) liabilities or obligations that which Parent conducts its business except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither prevent, materially delay or materially impair the Company nor any ability of its Subsidiaries is a party Parent to or subject to consummate the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Transactions.

Litigation and Liabilities. There (i) As of the date of this Agreement, except as set forth in Schedule 5.1(h)(i) of the Company Disclosure Letter, there are no material civil, criminal criminal, administrative or administrative regulatory actions, suits, demand letters, claims, hearings, notices of violation, arbitrations, investigations investigations, orders to show cause, market conduct examinations, notices of non-compliance or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation decree or settlement award of or with any Governmental Entity that wouldwhich, individually or in the aggregate, has had or would reasonably be expected to have, have a Company Material Adverse Effect Effect. (except ii) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether known or unknown, accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the extent expressly consented to Company and its Subsidiaries or in the notes thereto, other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet or the notes thereto as of December 31, 2006 included in the Company Reports, (B) incurred in the ordinary course of business consistent with past practice since December 31, 2006, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by Parent pursuant to Section 5.06)this Agreement, or (D) that would not, individually, or in the aggregate, have a Company Material Adverse Effect.

Litigation and Liabilities. There (i) Other than as set forth on Section 5.1(g)(i) of the Company Disclosure Letter, (A) there are no material civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than their respective properties and (iB) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree, award, stipulation decree or settlement award of or with any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries. (ii) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries, other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) as of December 31, 2015, (B) set forth on Section 5.1(g)(ii) of the Company Disclosure Letter, (C) incurred in the ordinary course of business consistent with past practice since December 31, 2015, (D) incurred in connection with this Agreement, (E) incurred in connection with the Settlement Agreement, or (F) that wouldwould not be, individually or in the aggregate, reasonably be expected likely to have, have a Company Material Adverse Effect (except to or prevent, materially delay or materially impair the extent expressly consented to consummation of the Merger and the other transactions contemplated by Parent pursuant to Section 5.06)this Agreement.

Litigation and Liabilities. (i) There are no civil, criminal criminal, administrative, investigative or administrative appellate actions, suits, claims, hearings, arbitrations, litigations, mediations, hearings, inquiries, audits, examinations, investigations or other proceedings (“Proceedings”) ), pending or, to the Knowledge of or threatened in writing by or against the Company, threatened against the Company or any of its Subsidiaries, or any of their respective directors, officers or employees, in their capacities as such, except for those that would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effect. whole. (ii) There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent contingent, absolute or otherwise other than (iA) liabilities or obligations to the extent disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, 2020 and the notes thereto set forth in the Company’s annual quarterly report on Form 10-K Q for the fiscal year quarter ended June 30, 2017 2020 (the “Company Balance Sheet”); , (iiB) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; 2020, (iiiC) liabilities or obligations arising out of this Agreement or the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); transactions contemplated hereby or (ivD) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, be material to the Company and its Subsidiaries taken as a Company Material Adverse Effect whole (except to the extent expressly consented to by Parent pursuant to Section 5.06)6.5) or that would prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

Litigation and Liabilities. (i) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations investigations, inquiries or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would notwhich would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation decree or settlement award of or with any Governmental Entity that which would, individually or in the aggregate, reasonably be expected to have, have a Company Material Adverse Effect Effect. (except ii) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), whether or not required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto, other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet as of May 31, 2006 included in the Company Reports, (B) incurred in the ordinary course of business consistent with past practice since May 31, 2006, (C) incurred in connection with the Merger or the transactions contemplated by this Agreement, or (D) that would not, individually or in the aggregate, have a Company Material Adverse Effect. The term “Knowledge” when used in this Agreement with respect to the extent expressly consented Company shall mean the actual knowledge of those persons set forth in Section 5.1(g) of the Company Disclosure Letter without obligation of any further review or inquiry, and does not include information of which they may be deemed to by Parent pursuant to Section 5.06)have constructive knowledge only.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, information requests, suits, claims, hearings, arbitrations, investigations or other proceedings (collectively, “ProceedingsClaims”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except as listed on Schedule 4.7 and for those that would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. There Except as reflected or reserved against in the Company’s audited consolidated balance sheet for the year ending October 31, 2006 (and the notes thereto) and for obligations or liabilities incurred in the ordinary course of business consistent with past practice since October 31, 2006 (and reflected or reserved against in the Company’s unaudited consolidated balance sheet for the seven months ended May 31, 2007, to the extent incurred prior to such date), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities and whether or obligations not required to be disclosed, reflected, reserved against or otherwise provided for in any other facts or circumstances of which to the consolidated balance sheet Knowledge of the Company as of June 30is reasonably likely to result in any Claims against, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30or liabilities of, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo any of its Subsidiaries, including those relating to matters involving any representation or warranty in the Transaction DocumentsEnvironmental Law); or (iv) liabilities or obligations , except for those that would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. . (b) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement Order of or with any Governmental Entity that wouldwhich is, individually or in the aggregate, reasonably be expected likely to have, have a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Effect.

Litigation and Liabilities. There Except as set forth in Section 3.02(h) of the Seller Disclosure Schedule, (i) there are no civil, criminal criminal, administrative or administrative investigative audits, petitions, actions, suits, claims, hearings, arbitrations, investigations arbitrations or other proceedings (“Proceedings”"ACTIONS") that are pending or, to the Knowledge of the Company, or threatened against the Company or any of its Subsidiariessubsidiaries, except for those nor (ii) are there any outstanding inquiries, judgments, decisions, writs, stipulations, injunctions or orders of any Governmental Entity or arbitration panel that would notare, individually or in the aggregateexpressly by their terms, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of binding upon the Company or any of its Subsidiariessubsidiaries or any of their respective properties, whether rights or not accruedassets which, contingent or otherwise other than in each of clauses (i) and (ii), would reasonably be expected to materially impair the operation of the business of the Company and its subsidiaries taken as a whole, or their properties and assets taken as a whole, or which would reasonably be expected to prevent, materially delay or materially impair the ability of Seller to consummate the Acquisition and the transactions contemplated in this Agreement. Except for those liabilities and obligations that are fully reflected or obligations disclosed, reflected, reserved against or otherwise provided for in on the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth included in the Company’s annual report its Annual Report on Form 10-K for the fiscal year period ended June 30December 31, 2017 2007 (the “Company Balance Sheet”"DECEMBER 2007 BALANCE SHEET"); (ii) , and for obligations and liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by 2007, neither the Company nor any of its subsidiaries has incurred any obligation or SpinCo liabilities of any representation nature whatsoever, whether absolute, accrued, contingent, known, unknown or warranty otherwise, and whether or not required to be disclosed on a balance sheet prepared in the Transaction Documents); or (iv) liabilities or obligations that would notaccordance with GAAP, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. There As of the date of this Agreement, there are no civilProceedings, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the CompanyParent, threatened in writing against the Company Parent, Merger Sub I and Merger Sub II or any of its their Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent, Merger Sub I, Merger Sub II or any of its their Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June 30December 31, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June 30December 31, 2017 (the “Company Balance Sheet”)2017; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents)transactions contemplated hereby; or (iviii) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. Neither the Company None of Parent, Merger Sub I or Merger Sub II nor any of its their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected likely to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent the Company pursuant to Section 5.066.5).

Litigation and Liabilities. (i) There are no civil, criminal or administrative actions, information requests, suits, claims, hearings, arbitrations, investigations or other proceedings (collectively, “ProceedingsClaims”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. There Except as reflected or reserved against in XxXxxxxx Corporation’s audited consolidated balance sheet for the year ending December 31, 2006 (and the notes thereto) and for obligations or liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2006 (and reflected or reserved against in the Company’s unaudited consolidated balance sheet for the period then ended, to the extent incurred prior to such date), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities and whether or obligations not required to be disclosed, reflected, reserved against or otherwise provided for in any other facts or circumstances of which to the consolidated balance sheet Knowledge of the Company as of June 30is reasonably likely to result in any Claims against, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30or liabilities of, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo any of its Subsidiaries, including those relating to matters involving any representation or warranty in the Transaction DocumentsEnvironmental Law); or (iv) liabilities or obligations , except for those that would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. . (ii) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement Order of or with any Governmental Entity that wouldwhich is, individually or in the aggregate, reasonably be expected likely to have, have a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Effect.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. There are no obligations Effect or liabilities prevent or materially delay or impair the consummation of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, Merger and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach other transactions contemplated by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectthis Agreement. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgmentOrder that restricts in any material respect the manner in which the Company and its Subsidiaries conduct their businesses, order, writ, injunction, decree, award, stipulation that otherwise is material to the Company and its Subsidiaries taken as a whole or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a prevent or materially delay or impair the consummation of the Merger and the other transactions contemplated by this Agreement. (b) Except as reflected or reserved against in the Company’s most recent consolidated balance sheet (including the related notes and schedules) included in the Company Material Adverse Effect (except Reports filed prior to the extent expressly consented date hereof, for obligations or liabilities incurred in the ordinary course of business consistent with past practice since the date of such consolidated balance sheet, and executory obligations under Material Contracts and other contracts entered into in the ordinary course of business (in each case so long as not arising out of any breach or default of the Company under any such Material Contract or other contract), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, matured, unmatured, contingent or otherwise) that are material to by Parent pursuant to Section 5.06)the Company and its Subsidiaries, taken as a whole.

Litigation and Liabilities. (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge knowledge of Parent's executive officers (the Company"Parent Executive Officers"), threatened against the Company Parent or any of its Subsidiaries or to which any of their respective properties, assets or rights are reasonably likely to be subject nor is there any judgment, decrees, injunction, rule or order of court arbitrator or any governmental body, agency or official outstanding against Parent or any of its Subsidiaries, except except, in each case, for those that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or prevent, materially delay or materially impair Parent's or Merger Sub's ability to consummate the Merger or any of the other transactions contemplated by this Agreement. (b) Neither Parent nor any of its Subsidiaries had at Parent Balance Sheet Date, or has incurred since that date and as of the date of this Agreement, any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except (i) liabilities, obligations or contingencies (1) which are accrued or reserved against in the Parent Balance Sheet or reflected in the notes thereto, (2) which were incurred after Parent Balance Sheet Date in the ordinary course of business and consistent with past practices, (3) which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations Effect on Parent, (4) which have been discharged or liabilities paid in full prior to the date of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred this Agreement in the ordinary course of business consistent with past practice since June 30business, 2017; or (iii5) liabilities or obligations arising out of the Transaction Documents (and which do not arise out are of a breach by the Company or SpinCo of any representation or warranty nature not required to be reflected in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any consolidated financial statements of Parent and its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or prepared in accordance with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Canadian GAAP consistently applied.

Litigation and Liabilities. There As of the date of this Agreement, there are no civil, criminal criminal, administrative or administrative other actions, suits, claims, hearingslitigations, arbitrations, investigations or other proceedings (“ProceedingsActions”) pending or, to the Knowledge of the Company, threatened against the Company or any of its SubsidiariesSubsidiaries that, except for those that if adversely determined, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities As of the Company or any date of its Subsidiariesthis Agreement, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement (“Judgment”) of or with any Governmental Entity that wouldEntity, individually or in the aggregate, except as would not reasonably be expected to have, have a Company Material Adverse Effect Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise (“Liabilities”), except (a) as reflected or reserved against in the Company’s consolidated financial statements (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the extent expressly consented to by Parent date hereof, (b) for Liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Reports, (c) for Liabilities incurred pursuant to Section 5.06)this Agreement, or (d) for Liabilities that do not and would not reasonably be expected to constitute a Material Adverse Effect.

Litigation and Liabilities. There (i) As of the date of this Agreement, (A) there is no investigation or review pending or, to the Knowledge of the Company, threatened by any Governmental Entity with respect to the Company or any of its Subsidiaries, and (B) there are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations arbitrations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or Company, any of its SubsidiariesSubsidiaries or, except for those that to the Knowledge of the Company, joint ventures, which, in each case, if adversely determined, would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of result in damages to the Company or any of its Subsidiaries, whether Subsidiaries in excess of $100,000 individually or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for $500,000 in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); aggregate. (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out As of the Transaction Documents (and which do not arise out date of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would notthis Agreement, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation decree or settlement award of or with any Governmental Entity imposed upon the Company or any of its Subsidiaries. (iii) Neither the Company nor any of its Subsidiaries has any liabilities, debts or obligations (accrued, unaccrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise, and whether due or to become due) that wouldwould be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries, individually other than liabilities, debts and obligations (A) reflected or reserved against in the aggregateCompany’s consolidated balance sheet (and the related notes thereto) as of August 31, reasonably be expected to have2013 (the “Company Balance Sheet”), a included in the Company Material Adverse Effect Reports, (except to B) incurred in the extent expressly consented to ordinary course of business since August 31, 2013, (C) arising or incurred in connection with the Merger or any other transaction or agreement contemplated by Parent pursuant to Section 5.06)this Agreement or (D) which have been or are permitted by this Agreement.