Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. (i) As of the date of this Agreement, there are no Proceedings pending or threatened in writing against the Parent Group Entities, except for those that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent. No Parent Group Entity is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent. (ii) Except (A) as reflected or reserved against in Parent’s consolidated balance sheets (and the notes thereto) or in any Parent Report filed prior to the date of this Agreement, (B) obligations or liabilities incurred in the ordinary course of business since December 31, 2017 and (C) obligations or liabilities arising or incurred in connection with the Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the Parent Group Entities, whether or not accrued, contingent or otherwise and required by GAAP to be set forth on a consolidated balance sheet of Parent, and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, except for those that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent.

Litigation and Liabilities. (a) There are no material civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries. (b) Except for obligations and liabilities (i) As of reflected or reserved against in Parent’s consolidated balance sheets (and the notes thereto) included in the Parent Reports filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business since December 31, 2015, (iii) incurred in connection with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on Parent or any of its Subsidiaries or pursuant to which their respective assets are bound (other than those resulting from a breach of such Contract or License), there are no Proceedings pending obligations or threatened in writing against the liabilities of Parent Group Entitiesor any of its Subsidiaries, except for those that have whether or not had accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances that, would not reasonably be expected to haveresult in any claims against, or obligations or liabilities of, Parent or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect with respect to Parent. No Effect. (c) Neither Parent Group Entity nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to ParentEntity. (ii) Except (A) as reflected or reserved against in Parent’s consolidated balance sheets (and the notes thereto) or in any Parent Report filed prior to the date of this Agreement, (B) obligations or liabilities incurred in the ordinary course of business since December 31, 2017 and (C) obligations or liabilities arising or incurred in connection with the Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the Parent Group Entities, whether or not accrued, contingent or otherwise and required by GAAP to be set forth on a consolidated balance sheet of Parent, and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, except for those that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent.

Litigation and Liabilities. (ia) As of the date of this Agreement, there are no Proceedings pending or or, to the Knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries or any of their respective properties or assets that would have a Parent Material Adverse Effect. (b) Except for obligations and liabilities (i) reflected or reserved against in Parent’s consolidated balance sheets (and the notes thereto) included in the Parent Group EntitiesReports filed prior to the date of this Agreement, except for those that have (ii) incurred in the Ordinary Course since the date of such consolidated balance sheets, or (iii) incurred in connection with this Agreement, there are no obligations or liabilities of Parent or any of its Subsidiaries, whether or not had accrued, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that, would not reasonably be expected to haveresult in any claims against, individually or in the aggregateobligations or liabilities of, Parent or any of its Subsidiaries, except as would not have a Parent Material Adverse Effect with respect to Effect. (c) Neither the Parent. No Parent Group Entity , Holdco, the Merger Subs nor any of their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that except as would reasonably be expected to have, individually or in the aggregate, not have a Parent Material Adverse Effect with respect to ParentEffect. (ii) Except (A) as reflected or reserved against in Parent’s consolidated balance sheets (and the notes thereto) or in any Parent Report filed prior to the date of this Agreement, (B) obligations or liabilities incurred in the ordinary course of business since December 31, 2017 and (C) obligations or liabilities arising or incurred in connection with the Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the Parent Group Entities, whether or not accrued, contingent or otherwise and required by GAAP to be set forth on a consolidated balance sheet of Parent, and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, except for those that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent.

Litigation and Liabilities. (i) As There are no claims, actions, suits, proceedings or investigations pending or, to the Knowledge of Sellers, threatened in writing, before any federal or state court brought by or against either Seller and no such claims, actions, suits, proceedings or investigations (A) that could impair the date ability of either Seller to consummate the transactions contemplated by this Agreement, there are no Proceedings pending (B) relating to or threatened in writing against affecting any of the Parent Group Entities, except for those that have not had or would not reasonably be expected to haveAcquired Assets, individually or in the aggregate, a Material Adverse Effect with respect which, if adversely decided against Sellers, would reasonably be expected to Parentresult in the imposition of material liability against them. No Parent Group Entity Seller is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or material award of any Governmental Entity Authority. (ii) To the Knowledge of Sellers, there are no facts or circumstances relating to the Acquired Assets that could give rise to any Action or proceeding against any Seller. None of the Sellers (nor any of their Affiliates has any obligations or liabilities, except for (A) obligations or liabilities set forth in the consolidated balance sheets included in or incorporated by reference into the Company Reports or disclosed in any footnotes thereto, (B) obligations or liabilities that would reasonably not be expected required under GAAP to havebe accrued in a consolidated balance sheet prepared in accordance with GAAP, and (C) obligations or liabilities incurred in the Ordinary Course of Business that, individually or in the aggregate, have not had and would not be reasonably likely to have a Material Adverse Effect with respect to ParentEffect. (ii) Except (A) as reflected or reserved against in Parent’s consolidated balance sheets (and the notes thereto) or in any Parent Report filed prior to the date of this Agreement, (B) obligations or liabilities incurred in the ordinary course of business since December 31, 2017 and (C) obligations or liabilities arising or incurred in connection with the Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the Parent Group Entities, whether or not accrued, contingent or otherwise and required by GAAP to be set forth on a consolidated balance sheet of Parent, and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, except for those that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent.

Litigation and Liabilities. (i) As Except as disclosed in Section 5.2(g) of the date of this AgreementParent Disclosure Letter, there are no Proceedings civil, criminal or administrative Actions pending or, to the knowledge of the officers of Parent, threatened against Parent or threatened in writing against the Parent Group Entities, except for those that have not had or would not reasonably be expected to haveany of its Affiliates that, individually or in the aggregate, could reasonably be expected to have a Parent Material Adverse Effect with respect to ParentEffect. No Neither Parent Group Entity nor any of its Subsidiaries is a party to or subject to the provisions of any settlement or similar agreement with any Governmental Entity, or to any order, judgment, orderdecree, writ, injunction, decree injunction or award of any Governmental Entity that would reasonably be expected to havethat, individually or in the aggregate, could reasonably be expected to have or result in a Parent Material Adverse Effect with respect to ParentEffect. (ii) Except Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except (A) as reflected or reserved against set forth in Parent’s consolidated balance sheets (and Section 5.2(g) of the notes thereto) or in any Parent Report filed prior to the date of this AgreementDisclosure Letter, (B) as and to the extent disclosed on and adequately reserved against in the balance sheet of Parent as of the Audit Date, which are included in the Parent Reports, or (C) for liabilities and obligations or liabilities that (I) were incurred after Parent Audit Date in the ordinary course of business since December 31, 2017 and are not prohibited by this Agreement and (CII) obligations or liabilities arising or incurred in connection with the Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the Parent Group Entities, whether or not accrued, contingent or otherwise individually and required by GAAP to be set forth on a consolidated balance sheet of Parent, and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, except for those that aggregate have not had or would a Parent Material Adverse Effect and could not reasonably be expected to havehave or result in a Parent Material Adverse Effect. Since Parent Audit Date there has not occurred or come to exist any Parent Material Adverse Effect or any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, could reasonably be expected to become or result in a Parent Material Adverse Effect with respect to ParentEffect.