Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. (a) There are no Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Party, threatened in writing against such Party or any of its Subsidiaries, or any of their respective properties or assets or directors or officers, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither such Party 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, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (ai) There are no Proceedings (other than arising from A) civil, criminal or relating to the Mergers administrative actions, suits, claims, hearings, investigations or any of the other transactions contemplated by this Agreement) before any Governmental Entity proceedings pending against or, to the Knowledge knowledge of such Partythe officers of the Company, threatened in writing against such Party the Company or any of its SubsidiariesSubsidiaries or Affiliates, or (B) litigations, arbitrations, investigations or other proceedings, or injunctions or final judgments relating thereto, pending or, to the knowledge of the officers of the Company, threatened against the Company or any of their respective properties its Subsidiaries or assets or directors or officersAffiliates before any Governmental Entity, including, without limitation, the FCC, except as in the case of either clause (A) or (B), for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or Effect. None of the notes thereto) included in such Party’s Reports filed prior to the date of this AgreementCompany, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither such Party nor any of its Subsidiaries or Affiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity, except as would notEntity which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. Effect. (ii) There has not been since are no liabilities or obligations of the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (Company or any committee thereof) Subsidiary of the Company, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any third party at other facts or circumstances that would reasonably be expected to result in any obligations or liabilities of, the request of Company or any of its Subsidiaries, other than: (A) liabilities or obligations to the foregoing concerning any material financialextent (a) reflected on the consolidated balance sheet of the Company or (b) readily apparent in the notes thereto, accountingincluded in the Company's quarterly report on Form 10-Q for the period ended September 30, tax2003; (B) liabilities or obligations incurred in the ordinary course of business since September 30, conflict of interest2003; (C) performance obligations under Material Contracts required in accordance with their terms, self-dealingor performance obligations, fraudulent to the extent required under applicable Law, in each case to the extent arising after the date hereof; or (D) liabilities or deceptive conduct obligations that, individually or other misfeasance or malfeasance issuesin the aggregate, would not be reasonably expected to have a Material Adverse Effect.

Litigation and Liabilities. (a) There are no Proceedings (other than arising from or relating to the Mergers Merger or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Party, threatened in writing against such Party or any of its Subsidiaries, or any of their respective properties or assets or directors or officersassets, except as would not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect on such PartyParty or (ii) prevent or materially delay the consummation of the Transactions. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not Subsidiaries that would be required by GAAP to be set forth on a consolidated balance sheet of such Party, whether or not accrued, contingent or otherwise, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither such Party 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 as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (a) There are no Proceedings (civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity proceedings pending against or, to the Knowledge of such Partythe WMLP Parties, threatened in writing against such Party or any of its Subsidiaries, the WMLP Parties or any of their respective properties or assets or directors or officers, except as Subsidiaries which to the Knowledge of the WMLP Parties would not, individually or in the aggregate, reasonably be expected to result in any claims against, or obligations or liabilities of, the WMLP Parties or any of their Subsidiaries, except for those that would not have a WMLP Material Adverse Effect on such Partyor prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Neither the WMLP Parties nor any of their Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity. (b) Except for obligations and liabilities (i) reflected or reserved against in such PartyWMLP’s most recent consolidated balance sheets (or and the notes thereto) included in such Party’s the WMLP SEC Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course ordinary course of business since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or WMLP Balance Sheet Date and (iii) arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party the WMLP Parties or any of its their Subsidiaries, of any kind whatsoever, whether or not accrued, contingent contingent, absolute, determined, determinable or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Partyotherwise, except as would not, individually or in the aggregate, reasonably be expected to not have a WMLP Material Adverse Effect on such PartyEffect. (c) Neither such Party nor This Section 5.7 shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the WMLP Parties or any of its their Subsidiaries is a party to or subject any of their respective directors to the provisions extent arising out of any judgmentthis Agreement, orderthe Merger, writ, injunction, decree the GP Merger or award of any Governmental Entity, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Partyother transactions contemplated by this Agreement. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-28- US-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.DOCS\87676517.23

Litigation and Liabilities. (ai) There As of the date of this Agreement, there are no Proceedings civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (other than arising from collectively, “Proceedings”) pending or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Party, threatened in writing against such Party the Company or any of its Subsidiaries, except for those that have not had or any of their respective properties or assets or directors or officers, except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior with respect to the date of this Agreement, (ii) incurred in Company. Neither the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither such Party Company 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, except as Entity that would notreasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (ii) Except (A) as reflected or reserved against in the Company’s consolidated balance sheets (and the notes thereto) or in any Company 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 Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and required by GAAP to be set forth on a consolidated balance sheet of the Company, 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 on such Party. There has not been since with respect to the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesCompany.

Litigation and Liabilities. (a) There are no Proceedings (civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity proceedings pending against or, to the Knowledge of such PartyParent, threatened against Parent or any of its Subsidiaries which, to the Knowledge of Parent, would reasonably be expected to result in writing against such Party any claims against, or obligations or liabilities of, Parent or any of its Subsidiaries, or any of their respective properties or assets or directors or officers, except as for those that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the Voting Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) . Neither such Party 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. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, except as whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Parent Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business since December 31, 2017; (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect Effect. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among Parent and/or any of its Subsidiaries, on such Partythe one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Securities Act). There has This Section 5.2(g) shall not been since the Applicable Date nor are there currently apply to any internal actions, suits, claims, hearings, arbitrations, investigations or inquiries being conducted by such Party, such Party’s board of directors (other proceedings against the Parent or any committee thereof) of its Subsidiaries or any third party at of their respective Subsidiaries or Affiliates to the request of any extent arising out of the foregoing concerning any material financialMerger Agreement, accounting, tax, conflict of interest, self-dealing, fraudulent the Merger or deceptive conduct or the other misfeasance or malfeasance issuestransactions contemplated by this Agreement.

Litigation and Liabilities. (ai) There As of the date of this Agreement, there are no Proceedings (other than arising from civil, criminal or relating administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings pending or, to the Mergers knowledge of the officers of Parent, threatened against Parent or Merger Sub that seek to enjoin, or would reasonably be expected to have the effect of preventing, making illegal, or otherwise interfering with, any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Party, threatened in writing against such Party or any of its Subsidiaries, or any of their respective properties or assets or directors or officers, except as would not, individually or in the aggregate, reasonably be expected to have result in a Parent Material Adverse Effect on such Party. Effect. There are no (bA) Except for obligations and liabilities (i) reflected civil, criminal or reserved against in such Party’s most recent consolidated balance sheets (administrative actions, suits, claims, hearings, investigations or the notes thereto) included in such Party’s Reports filed prior proceedings pending or, to the date knowledge of this Agreementthe officers of Parent, threatened against Parent or its Subsidiaries or Affiliates or (iiB) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior litigations, arbitrations, investigations or other proceedings, or injunctions or final judgments relating to, pending or, to the date knowledge of this Agreementthe officers of Parent, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party threatened against Parent or any of its SubsidiariesSubsidiaries before any Governmental Entity, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Partyincluding without limitation the FCC, except as in the case of either clause (A) or (B), for those that would not, individually or in the aggregate, reasonably be expected to have result in a Parent Material Adverse Effect on such Party. (c) Neither such Party nor Effect. None of Parent or any of its Subsidiaries or Affiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental EntityEntity which would, except as individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect. (ii) There are no liabilities or obligations of Parent or any Subsidiary of Parent, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances that would reasonably be expected to result in any obligations or liabilities of, Parent or any of its Subsidiaries, other than: (A) liabilities or obligations to the extent (I) reflected on the consolidated balance sheet of Parent or (II) readily apparent in the notes thereto, in each case included in Parent’s quarterly report on Form 10-Q for the period ended September 30, 2004; (B) liabilities or obligations incurred in the ordinary course of business since September 30, 2004; (C) performance obligations under contracts required in accordance with their terms, or performance obligations, to the extent required under applicable Law, in each case to the extent arising after the date hereof; or (D) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have result in a Parent Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesEffect.

Litigation and Liabilities. (a) There Except as set forth in the Parent Reports, there are no Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such PartyParent, threatened in writing against such Party or Parent, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets or directors or officersassets, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on such PartyEffect. (b) Except for obligations and liabilities (i) reflected or reserved against in such PartyParent’s most recent consolidated balance sheets statements of financial position (or and the notes thereto) included in such Party’s the Parent Reports filed prior to the date of this Agreement, Agreement or (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this AgreementDecember 31, or (iii) incurred in connection with or contemplated by this Agreement2017, there are no obligations or liabilities of any nature of such Party or neither Parent nor any of its SubsidiariesSubsidiaries has incurred any liabilities or obligations (whether absolute, whether or not accrued, contingent or otherwise and whether due or not to become due and including any off-balance sheet financings, loans, indebtedness, make-whole or similar liabilities or obligations) that would be required by GAAP to be set forth reflected on a consolidated balance sheet statement of such Partyfinancial position (or notes thereto) of Parent and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on such PartyEffect. (c) Neither such Party As of the 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, stipulation, ruling, determination, decree or award of any Governmental Entity, Entity except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations Effect. (d) Notwithstanding anything contained in this Section 7.7, no representation or inquiries being conducted by such Party, such Party’s board warranty shall be deemed to be made in this Section 7.7 in respect of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesenvironmental matters.

Litigation and Liabilities. (a) There Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) there are no Actions or Proceedings pending (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Partythe Company, threatened threatened) against or affecting the SiC Entities (nor any other Affiliate of the Company solely with respect to the SiC Business), and (ii) there are no Orders of, or before, any Governmental Authority against the SiC Entities (nor any other Affiliate of the Company solely with respect to the SiC Business). (b) There are no liabilities or obligations of the SiC Entities (nor any other Affiliate of the Company with respect to the SiC Business) that would be required by GAAP to be set forth in writing a consolidated balance sheet of the Company, except for (i) liabilities or obligations disclosed, reflected or reserved against such Party in the balance sheets included in the Financial Statements (or in the notes thereto), (ii) liabilities or obligations arising under or in connection with this Agreement, the Transaction Documents or the Other Investment Agreements, (iii) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date, (iv) liabilities or obligations that would not reasonably be expected to be material to the SiC Business taken as a whole and (v) liabilities or obligations that will be released at or prior to the Closing. (c) Since the Applicable Date and to the Knowledge of the Company, none of the SiC Entities (nor any other Affiliate of the Company with respect to the SiC Business) has any Liability (and no event, occurrence or development has occurred or circumstance exists that could reasonably be expected to give rise to any Proceeding, claim or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by any SiC Entities or any other Affiliate of its Subsidiariesthe Company with respect to the SiC Business (such products, “Company Products”) that, individually or in the aggregate, would reasonably be expected to be material to the SiC Business taken as a whole. Since the Applicable Date, none of the SiC Entities (nor any other Affiliate of the Company with respect to the SiC Business) has received any written notice as to any claim or allegation of personal injury or death, or property or economic damages, any claim for punitive or exemplary damages, any claim for contribution or indemnification, or any claim for injunctive relief, in each case in connection with any Company Products manufactured, sold, provided, distributed or otherwise put in commerce by or in connection with any service provided by any SiC Entity or any other Affiliate of their respective properties or assets or directors or officers, except as would notthe Company with respect to the SiC Business that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior be material to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on SiC Business taken as a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Partywhole. (c) Neither such Party 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, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (a) There As of the date of this Agreement, there are no Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Party, threatened in writing against such Party or any of its Subsidiaries, or any of their respective properties or assets or directors or officers, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or and the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets (and the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not Subsidiaries that are required by GAAP to be set forth on a consolidated balance sheet of such Party, whether or not accrued, contingent or otherwise, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither As of the date of this Agreement, neither such Party 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 as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (ai) There As of the date of this Agreement, there are no Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Partythe Company, threatened in writing against such Party threatened, civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings (each, an “Action”) before any Governmental Authority to which the Company or any of its Subsidiaries is a party or any Action by any Governmental Authority against or involving the Company or its Subsidiaries, or any of their respective properties or assets or directors or officers, except as in each case that would notreasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (prevent or materially delay the notes thereto) included in such Party’s Reports filed prior ability of the Company to consummate the date Merger by the Outside Date. None of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, Company or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither such Party nor any of its Subsidiaries is a party to or subject to the provisions of any outstanding judgment, order, writ, injunction, decree or award of any Governmental EntityAuthority, except as for those that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the ability of the Company to consummate the Merger by the Outside Date. (ii) There are no obligations or liabilities of the Company or any of its Subsidiaries (whether accrued, contingent or otherwise) that would be required by U.S. GAAP to be reflected on such Party. There has not been since a consolidated balance sheet of the Applicable Date nor are there currently any internal investigations Company and its Subsidiaries, other than: (A) obligations or inquiries being conducted by such Partyliabilities to the extent disclosed, such Party’s board reflected or reserved against in the consolidated balance sheet of directors the Company for the quarterly period ended April 9, 2017 (or any committee thereofnotes thereto); (B) obligations or liabilities arising in connection with the transactions contemplated by this Agreement; (C) obligations or liabilities incurred in the ordinary course of business since April 9, 2017; (D) obligations or liabilities arising from Contracts entered into in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any third party at breach of contract or violation of Law); or (E) obligations or liabilities that have not had, and would not reasonably be expected to have, individually or in the request of any of the foregoing concerning any material financialaggregate, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesa Material Adverse Effect.

Litigation and Liabilities. (ai) There are no Proceedings (civil, criminal or administrative actions, suits, demands, claims, hearings, litigations, arbitrations, investigations or other than arising from proceedings pending, or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such PartyHxxxxx, threatened in writing against such Party Hxxxxx or any of its SubsidiariesSubsidiaries or Affiliates relating to the MCD Business, the Contribution Transaction or the other Transactions by, before or with any Government Entity or any other Person. None of their respective properties or assets or directors or officers, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party Hxxxxx or any of its SubsidiariesSubsidiaries or Affiliates is a party to, or subject to the provisions of, any judgment, order, writ, injunction, decree or award of any Government Entity relating to the Contributed Assets, the MCD Business or the Transactions. (ii) There are no liabilities or obligations of Hxxxxx or any Subsidiary of Hxxxxx relating to the Contributed Assets, the MCD Business or the Transactions, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth disclosed, or any other facts or circumstances that would reasonably be expected to result in any obligations or liabilities of, Hxxxxx or any of its Subsidiaries relating to the Contributed Assets, the MCD Business or the Transactions, other than those: (A) reflected on a the consolidated balance sheet of such PartyHxxxxx or readily apparent in the notes thereto, except as would notin each case included in the Audited Financial Statements (but only to the extent so reflected or readily apparent); (B) incurred in the ordinary course of business since June 30, 2006; (C) required to be performed after the date of this Agreement pursuant to the terms of the Contracts listed in Section 7.2(d) of the Hxxxxx Disclosure Letter or applicable Law; or (D) that, individually or in the aggregate, have not had since June 30, 2006, and would not reasonably be expected to have result in, a Hxxxxx Material Adverse Effect on such PartyEffect. (c) Neither such Party 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, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (a) There Except as set forth in Partnership Reports, there are no Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Partythe Partnership Parties, threatened in writing against such Party or the Partnership, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets or directors or officersassets, except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect on such PartyEffect. (b) Except for obligations and liabilities (i) reflected or reserved against in such Partythe Partnership’s most recent consolidated balance sheets statements of financial position (or and the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Partnership Reports filed prior to the date of this Agreement, or (iiiii) incurred in connection with or contemplated by this Agreementthe Ordinary Course since December 31, there are no obligations or liabilities of any nature of such Party or 2017, neither the Partnership nor any of its SubsidiariesSubsidiaries has incurred any liabilities or obligations (whether absolute, whether or not accrued, contingent or otherwise and whether due or not to become due and including any off-balance sheet financings, loans, indebtedness, make-whole or similar liabilities or obligations) that would be required by GAAP to be set forth reflected on a consolidated balance sheet (or the notes thereto) of such Partythe Partnership and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect on such PartyEffect. (c) Neither such Party As of the date of this Agreement, neither the Partnership, nor any of its Subsidiaries is a nor any of their respective properties or assets are party to or subject to to, or affected by, the provisions of any material judgment, order, writ, injunction, stipulation, ruling, determination, decree or award of any Governmental Entity, except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations Effect. (d) Notwithstanding anything contained in this Section 6.7, no representation or inquiries being conducted by such Party, such Party’s board warranty shall be deemed to be made in this Section 6.7 in respect of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesenvironmental matters.

Litigation and Liabilities. (ai) There are no Proceedings (other than arising from or relating currently pending or, to the Mergers Knowledge of the Company, threatened, civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings (each, an “Action”) before any Governmental Authority or arbitral tribunal to which the Company or any of its Subsidiaries is a party or any Action by any Governmental Authority against or involving the Company or its Subsidiaries, in each case that (A) has a possibility of an unfavorable outcome that is not remote and, in the event of any such unfavorable outcome, the Company and its Subsidiaries would reasonably be expected to incur a loss that would reasonably be expected to exceed $500,000, (B) seeks (or sought) injunctive or other non-monetary relief that in either case would reasonably be expected to restrict the manner in which the Company and its Subsidiaries conduct their businesses in any material respect or (C) would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Party, threatened in writing against such Party or any of its Subsidiaries, or any of their respective properties or assets or directors or officers, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in Neither the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither such Party Company nor any of its Subsidiaries is is, and since December 31, 2015, neither the Company nor any of its Subsidiaries has been, a party to or subject to the provisions of any order, award, judgment, orderinjunction, writ, injunction, decree (including any consent decree or award similar agreed order or judgment), directive, settlement, stipulation, ruling determination, decision or verdict, whether civil, criminal or administrative, in each case, that is or was entered, issued, made or rendered by any Governmental Authority (each, an “Order”) that (A) restricts (or restricted) the manner in which the Company and its Subsidiaries conduct or conducted their businesses, (B) involves (or involved) payment by the Company or its Subsidiaries of amounts in excess of $500,000 or (C) would reasonably be expected to prevent or materially delay the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. (iii) There are no obligations or liabilities of the Company or any of its Subsidiaries (whether absolute, accrued, contingent, fixed or otherwise) of any Governmental Entitynature, except as whether or not required to be recorded or reflected on a balance sheet in accordance with GAAP other than: (A) obligations or liabilities to the extent disclosed in the audited consolidated balance sheet of the Company for the year ended December 31, 2018 (or any notes thereto) or otherwise disclosed in the Company Reports since December 31, 2018; (B) obligations or liabilities arising in connection with the transactions contemplated by this Agreement or the Voting Agreement; (C) obligations or liabilities incurred in the ordinary course of business since December 31, 2018; or (D) obligations or liabilities that have not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesEffect.

Litigation and Liabilities. (a) There Except as set forth in Partnership Reports, there are no Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Partythe Partnership Parties, threatened in writing against such Party or the Partnership, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets or directors or officersassets, except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect on such PartyEffect. (b) Except for obligations and liabilities (i) reflected or reserved against in such Partythe Partnership’s most recent consolidated balance sheets sheet (or and the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Partnership Reports filed prior to the date of this Agreement, or (iiiii) incurred in connection with or contemplated by this Agreementthe Ordinary Course since December 31, there are no obligations or liabilities of any nature of such Party or 2017, neither the Partnership nor any of its SubsidiariesSubsidiaries has incurred any liabilities or obligations (whether absolute, whether or not accrued, contingent or otherwise and whether due or not to become due and including any off-balance sheet financings, loans, indebtedness, make-whole or similar liabilities or obligations) that would be required by GAAP to be set forth reflected on a consolidated balance sheet (or the notes thereto) of such Partythe Partnership and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect on such PartyEffect. (c) Neither such Party As of the date of this Agreement, neither the Partnership, nor any of its Subsidiaries is a nor any of their respective properties or assets are party to or subject to to, or affected by, the provisions of any material judgment, order, writ, injunction, stipulation, ruling, determination, decree or award of any Governmental Entity, except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations Effect. (d) Notwithstanding anything contained in this Section 6.7, no representation or inquiries being conducted by such Party, such Party’s board warranty shall be deemed to be made in this Section 6.7 in respect of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesenvironmental matters.

Litigation and Liabilities. (a) There are no no, and for past three (3) years have been no, Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Partythe Company, threatened against the Company or any of its Subsidiaries or any present or former officer, director or employee, in writing against such Party their capacities as such, of the Company or any of its Subsidiaries, or any of their respective properties or assets or directors or officers, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such PartyEffect. No examination of the Company by any Governmental Entity has resulted in materially negative outstanding findings, requests or orders that have not been addressed. No notices or written correspondence from the Reserve Bank of India has been received by (i) the Principal Stockholder, in relation to its shareholding in the Company or any alleged non-compliance with applicable Laws relating to Indian foreign exchange control, (ii) Majesco Software and Solutions India Private Limited, in relation to its foreign shareholding and capitalization or any alleged non-compliance with applicable Laws relating to Indian foreign exchange control. (b) Except for obligations and liabilities (i) reflected or reserved against in such Partythe Company’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s the Company Reports filed prior to the date of this AgreementJuly 20, 2020, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this AgreementMarch 31, 2020, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities required to be reflected or reserved against on a balance sheet (or the notes thereto) prepared in accordance with GAAP of any nature of such Party the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Partyotherwise, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such PartyEffect. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Act. (c) Neither such Party As July 20, 2020, neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgmentGovernmental Order that restricts in any material respect the manner in which the Company and its Subsidiaries conduct their businesses, orderthat otherwise is material to the Company and its Subsidiaries, writtaken as a whole, injunction, decree or award of any Governmental Entity, except as would notthat would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since prevent or materially delay or impair the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any consummation of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesTransactions.

Litigation and Liabilities. (a) There Except as set forth in Section 4.7 of the Empire Disclosure Schedule, there are no Proceedings (other than arising from i) civil, criminal or relating to the Mergers administrative actions, suits, claims, hearings, investigations or any of the other transactions contemplated by this Agreement) before any Governmental Entity proceedings pending against or, to the Knowledge of such PartyEmpire, threatened in writing against such Party Empire or any of its SubsidiariesSubsidiaries or Affiliates, or (ii) litigations, arbitrations, investigations or other proceedings, or injunctions or final judgments relating thereto, pending or, to the Knowledge of Empire, threatened against Empire or any of their respective properties its Subsidiaries or assets or directors or officersAffiliates before any Governmental Entity, except as in the case of either clause (i) or (ii), for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date Empire. None of this AgreementEmpire, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither such Party nor any of its Subsidiaries or Affiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity, except as would notEntity which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. Empire. (b) There has not been since the Applicable Date nor are there currently any internal investigations no liabilities or inquiries being conducted by such Party, such Party’s board obligations of directors (Empire or any committee thereof) Subsidiary of Empire, whether or not accrued, contingent or otherwise, or any third party at the request of other facts or circumstances that would reasonably be expected to result in any obligations or liabilities of, Empire or any of its Subsidiaries, other than: (i) liabilities or obligations to the foregoing concerning any material financialextent reflected on the consolidated balance sheet of Empire or, accountingin the notes thereto, taxor included in the Empire Reports filed prior to the date hereof; and (ii) liabilities or obligations that, conflict of interestindividually or in the aggregate, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issueswould not be reasonably expected to have a Material Adverse Effect on Empire.

Litigation and Liabilities. (a) There are no Proceedings (other than arising from or relating to the Mergers Merger or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such PartyVersum, threatened in writing against such Party Versum or any of its Subsidiaries, or any of their respective properties or assets or directors or officersassets, except as would not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect on such PartyVersum or (ii) prevent or materially delay the consummation of the Transactions. (b) Except for obligations and liabilities (i) reflected or reserved against in such PartyVersum’s most recent consolidated balance sheets (or the notes thereto) included in such PartyVersum’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such PartyVersum’s most recent consolidated balance sheets included in such PartyVersum’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party Versum or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not Subsidiaries that would be required by GAAP to be set forth on a consolidated balance sheet of such PartyVersum, whether or not accrued, contingent or otherwise, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such PartyVersum. (c) Neither such Party Versum 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 as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such PartyVersum. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such PartyVersum, such PartyVersum’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (ai) There are no Proceedings (other than arising from or relating to the Mergers or any As of the other transactions contemplated by date of this Agreement) before any Governmental Entity , there is no Proceeding pending against or, to the Knowledge knowledge of such Partythe Company, threatened in writing by any Governmental Entity or by any other Person (A) against such Party the Company or any of its Subsidiaries or their respective assets or properties, (B) against any officer, director or employee, in their capacities as such, or, to the knowledge of the Company, any other Person with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have an indemnification obligation or (C) that is reasonably expected to result in injunctive relief against the Company or any of its Subsidiaries that prohibits the Company or any of its Subsidiaries from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or any of its Subsidiaries, except, in each case, for those that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no, and since the Applicable Date, there have been no settlements to which the Company or any of its Subsidiaries is a party or any of their assets or properties are bound that would be material to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, neither the Company nor any of its Subsidiaries nor any of their respective properties or assets is or directors are subject to any Order or officersjudgment which, if not complied with, would be material to the Company and its Subsidiaries, taken as a whole, except as for those that have not had or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such PartyEffect. (bii) Except for obligations and liabilities (iA) as reflected or reserved against in such Partythe Company’s most recent audited consolidated balance sheets sheet (or the notes thereto) included in such Party’s Reports filed prior to for the date of this Agreementperiod ended August 31, 2015, (iiB) obligations or Liabilities incurred since the Applicable Date in the Ordinary Course since the date ordinary course of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, business and (C) obligations or (iii) Liabilities arising or incurred in connection with the Merger or the Transactions as contemplated by this Agreement, as of the date of this Agreement, there are no obligations or liabilities Liabilities of any nature of such Party the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not otherwise, that are required by GAAP to be set forth on a consolidated balance sheet of such Partythe Company, except as would notother than those that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on such PartyEffect. (c) Neither such Party 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, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (ai) There As of the date of this Agreement, there are no Proceedings (civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations, inquiries or other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity proceedings pending against or, to the Knowledge of such Partythe Company, threatened in writing against such Party the Company or any of its Subsidiaries, or any of their respective properties or assets or directors or officers, except as would notwhich, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected Effect. Neither the Company nor any of its Subsidiaries is a party to or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior subject to the date provisions of this Agreementany material judgment, (iiorder, writ, injunction, decree or award of any Governmental Entity. Section 5.1(g) incurred of the Company Disclosure Letter sets forth all settlement agreements between the Company and any Governmental Entity. To the Knowledge of the Company, no officer or director of the Company or its Subsidiaries is a defendant in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreementany claim, action, suit, proceeding, arbitration, mediation or (iii) incurred governmental investigation in connection with his or contemplated by this Agreement, there are no obligations her status as an officer or liabilities director of any nature of such Party the Company or any of its Subsidiaries. There are no SEC legal actions, audits, inquiries or investigations, other governmental actions, audits, inquiries or investigations by other Governmental Entities or material internal investigations pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting practices of 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 or not accrued, absolute, contingent or otherwise and otherwise) whether or not required by GAAP to be set forth on a consolidated balance sheet of such Partythe Company and its Subsidiaries or in the notes thereto, except other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet as would notof December 31, 2006 included in the Company Reports filed prior to the date hereof, (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 contemplated by this Agreement or (D) that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on such PartyEffect. (c) Neither such Party 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, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (a) There are no Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity Actions pending against or, to the Knowledge of such PartyClover’s Knowledge, threatened in writing against such Party Clover or any of its Subsidiaries, or any of their respective properties or assets or directors or officers, except as for those that would not, individually or in the aggregate, reasonably be expected to have result in a Clover Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on such Party. (c) the ability of Clover to perform its obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, taken as a whole. Neither such Party Clover nor any of its Subsidiaries is a party to or subject to the provisions of any judgmentGovernmental Order that restricts in any material respect the manner in which Clover and its Subsidiaries conduct their businesses, orderthat otherwise is material to Clover and its Subsidiaries or that would, writindividually or in the aggregate, injunctionreasonably be expected to result in a Clover Material Adverse Effect or have a material adverse effect on the ability of Clover to perform its obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, decree taken as a whole. (b) Except (i) as reflected or award reserved against in Clover’s most recent consolidated balance sheet (including the related notes and schedules) included in the Clover Reports filed prior to the date hereof, (ii) for obligations or liabilities incurred in the ordinary course of any Governmental Entitybusiness consistent with past practice since the date of such consolidated balance sheet, except as (iii) liabilities and obligations arising out of or in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby; or (iv) liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to have result in a Clover Material Adverse Effect on such Party. There Effect, neither Clover nor any of its Subsidiaries has not been since the Applicable Date nor are there currently any internal investigations liabilities or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request obligations of any nature (whether accrued, absolute, matured, unmatured, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesClover.

Litigation and Liabilities. (a) There Except as set forth in Section 5.7(a) of the Company Disclosure Letter, as of the date of this Agreement, there are no Proceedings civil, criminal or administrative actions, suits, litigations, claims, hearings, arbitrations, inquiries, investigations, examinations, audits or other proceedings (other than arising from whether civil, criminal, administrative, investigative or relating to the Mergers appellate proceedings) (each, a “Proceeding”) pending or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Party, threatened in writing against such Party the Company or any of its Subsidiaries, in each case commenced, brought, conducted or heard by or before, or otherwise involving, any of their respective properties Governmental Entity, mediator, arbitrator or assets or directors or officersarbitration panel, except as any such Proceeding that has not had or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on such Partyor a Company Impairment Effect. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be as set forth on a consolidated balance sheet in Section 5.7(b) of such Partythe Company Disclosure Letter, except as would not, individually or in neither the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (c) Neither such Party Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree Order specifically imposed upon the Company or award any of any Governmental Entityits Subsidiaries, except as any such Order that has not had or would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Company Impairment Effect. (c) Neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations (i) disclosed, set forth or as reflected or reserved against in the Company Financial Statements filed prior to the date of this Agreement (including in the notes thereto), (ii) incurred in the ordinary course of business since the Applicable Date (iii) incurred in connection with this Agreement and the transactions contemplated hereby, including the Merger, (iv) disclosed on Section 5.7(c) of the Company Disclosure Letter or (v) that have not had or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issuesEffect.

Litigation and Liabilities. (a) There are no Proceedings (other than arising from or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such Partythe Company, threatened in writing against such Party the Company or any of its Subsidiaries, or any of their respective properties or assets assets, except as would not, individually or directors in the aggregate, reasonably be expected to (i) have a Material Adverse Effect on the Company or officers(ii) prevent or materially delay the consummation of the Transactions. (b) Except for obligations and liabilities (i) reflected and reserved against in the Company’s most recent consolidated balance sheets (or the notes thereto) included in the Company’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course of Business since the date of the Company’s most recent consolidated balance sheets included in the Company’s Reports filed prior to the date of this Agreement or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of the Company or any of its Subsidiaries that would be required by GAAP to be set forth on a consolidated balance sheet of the Company, whether or not accrued, contingent or otherwise, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth on a consolidated balance sheet of such Party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such PartyCompany. (c) Neither such Party the Company 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 as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Partythe Company. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Partythe Company, such Party’s board of directors the Company Board (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Litigation and Liabilities. (ai) There are no Proceedings (civil, criminal or administrative actions, suits, demands, claims, hearings, litigations, arbitrations, investigations or other than arising from proceedings pending, or relating to the Mergers or any of the other transactions contemplated by this Agreement) before any Governmental Entity pending against or, to the Knowledge of such PartyHxxxxx, threatened in writing against such Party Hxxxxx or any of its SubsidiariesSubsidiaries or Affiliates relating to the MCD Business, the Contribution Transaction or the other Transactions by, before or with any Government Entity or any other Person. None of their respective properties or assets or directors or officers, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. (b) Except for obligations and liabilities (i) reflected or reserved against in such Party’s most recent consolidated balance sheets (or the notes thereto) included in such Party’s Reports filed prior to the date of this Agreement, (ii) incurred in the Ordinary Course since the date of such Party’s most recent consolidated balance sheets included in such Party’s Reports filed prior to the date of this Agreement, or (iii) incurred in connection with or contemplated by this Agreement, there are no obligations or liabilities of any nature of such Party Hxxxxx or any of its SubsidiariesSubsidiaries or Affiliates is a party to, or subject to the provisions of, any judgment, order, writ, injunction, decree or award of any Government Entity relating to the Contributed Assets, the MCD Business or the Transactions. (ii) There are no liabilities or obligations of Hxxxxx or any Subsidiary of Hxxxxx relating to the Contributed Assets, the MCD Business or the Transactions, whether or not accrued, contingent or otherwise and whether or not required by GAAP to be set forth disclosed, or any other facts or circumstances that would reasonably be expected to result in any obligations or liabilities of, Hxxxxx or any of its Subsidiaries relating to the Contributed Assets, the MCD Business or the Transactions, other than those: (A) reflected on a the consolidated balance sheet of such PartyHxxxxx or readily apparent in the notes thereto, except as would notin each case included in the Audited Financial Statements (but only to the extent so reflected or readily apparent); (B) incurred in the ordinary course of business since June 30, 2006; (C) required to be performed after the date of the Original Formation Agreement pursuant to the terms of the Contracts listed in Section 7.2(d) of the Hxxxxx Disclosure Letter or applicable Law; or (D) that, individually or in the aggregate, have not had since June 30, 2006, and would not reasonably be expected to have result in, a Hxxxxx Material Adverse Effect on such PartyEffect. (c) Neither such Party 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, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Party. There has not been since the Applicable Date nor are there currently any internal investigations or inquiries being conducted by such Party, such Party’s board of directors (or any committee thereof) or any third party at the request of any of the foregoing concerning any material financial, accounting, tax, conflict of interest, self-dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance issues.