Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. (i) There are no criminal actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company that, taken as a whole, are reasonably likely to be material to the Company, except for those that relate solely to the transactions contemplated by this Agreement (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). Neither the 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 specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There Except as disclosed in the Company -------------------------- Reports filed with the SEC prior to the date hereof, there are no criminal civil, criminal, administrative or investigative actions, suits, claims, hearings, arbitrations, investigations hearings or other proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company that, taken as a whole, are reasonably likely to be material to the Company, except for those that relate solely to the transactions contemplated by this Agreement (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). Neither the 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 specifically imposed upon the Company or any of its Subsidiaries whichsubsidiaries, other than those that are not reasonably likely, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than . Except for those liabilities and obligations (A) set forth in that are fully reflected or reserved against on the Company’s consolidated balance sheet (and of the notes thereto) Company included in its Annual Report on Form 10-K for the Company Reports filed prior to the date of this Agreementyear ended December 31, (B) 1999, and for obligations and liabilities incurred in the ordinary course of business consistent with past practice since December 31the Audit Date, 2014neither the Company nor any of its subsidiaries has incurred any obligation or liabilities of any nature whatsoever, (C) incurred whether absolute, accrued, contingent, known, unknown or otherwise, and whether or not required to be disclosed on a balance sheet prepared in connection accordance with the Merger GAAP, or any other transaction facts or agreement contemplated by this Agreementcircumstance of which the Company has knowledge that could reasonably result in any claims against, (D) in connection with or obligations or liabilities of, the Company or any Permitted Lien or (E) of its Affiliates, except for those that are notnot reasonably likely, individually or in the aggregate, reasonably expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. As used in this Agreement, the term "knowledge" or any similar formulation of knowledge, including "known by it", when used with respect to the Company, shall mean the actual knowledge (after a reasonable investigation) of the persons set forth on Schedule 2.1(g) of the Company Disclosure Letter.

Litigation and Liabilities. (i) There are no (a) civil, criminal or administrative actions, information requests, suits, claims, hearings, arbitrations, investigations or other proceedings (collectively, “Claims”) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries or (b) except as reflected or reserved against in the Company’s audited consolidated balance sheet for the year ending December 31, 2005 (and there are no civil the notes thereto) and for obligations or administrative actionsliabilities incurred in the ordinary course of business consistent with past practice since December 31, suits2005 (and reflected or reserved against in the Company’s unaudited consolidated balance sheet for the nine months ended September 30, claims, hearings, arbitrations, investigations or other proceedings pending or2006, to the Knowledge extent incurred prior to such date), obligations or liabilities of the CompanyCompany or any of its Subsidiaries, threatened against whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances of which the Company that, taken as a whole, are has knowledge that is reasonably likely to be material result in any Claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to the Companymatters involving any Environmental Law (as defined in Section 5.1(m)), except for those that relate solely are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) Neither the execution of this Agreement or the Shareholder Support Agreement nor the consummation of any of the transactions contemplated by this Agreement (none of which were pending orhereunder or thereunder waives, to the Knowledge modifies, compromises or extinguishes any of the Company’s rights with respect to (A) any insurance coverage relating to any actions, threatened suits or claims against the Company or any of its Subsidiaries alleging personal injury or property damage arising from exposure to asbestos or asbestos-containing materials, or (B) any agreements, understandings or arrangements relating to any such coverage, except in the case of (A) or (B) as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iii) The defense of all actions, suits or claims currently pending against the date hereof)Company or any of its Subsidiaries alleging personal injury or property damage arising from exposure to asbestos or asbestos-containing materials have been assumed by the Company’s insurers. As used in this Agreement, the term “knowledge” with respect to the Company shall mean the actual knowledge of Mxxxxxx Xxxxxx, H.X. Xxxxxx III, E. Xxxxxx Wxxxxx, Xxxxxx D. Xxxxxx, Jxxxx X. Xxxxxxxxx, Dxxxx Xxx, III, Cxxx Xxxxxxx or Txxxxxx Xxxxxxx after reasonable inquiry. Neither the 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 specifically imposed upon the Company or any of its Subsidiaries whichwhich is, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There As of the date of this Agreement, there are no criminal civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company, threatened against the Company and there or any of its Subsidiaries, other than any such Actions that are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company that, taken as a whole, are not reasonably likely to be material have, individually or in the aggregate, a Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise (“Liabilities”), except (i) as reflected or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the Companydate hereof, except (ii) for those that relate solely Liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Reports, (iii) for Liabilities incurred pursuant to the transactions contemplated by this Agreement Agreement, or (none of which were pending or, iv) Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair the Knowledge consummation of the Company, threatened as of the date hereof)transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree decree, award, stipulation or award settlement (“Judgment”) of any Governmental Entity specifically imposed upon the Company which has, or any of its Subsidiaries whichis reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities prevent or obligations materially impair the consummation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement transactions contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There are no civil, criminal actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings or investigations, audits or reviews by any Governmental Entity (excluding those covered by Section 5.1(l)) (collectively, “Actions”) pending or, to the Knowledge of the Company, threatened in writing against the Company thator any of its Subsidiaries, taken as a wholeexcept those that are not, are individually or in the aggregate, reasonably likely to be material to have a Company Material Adverse Effect or prevent or materially impede the Company, except for those that relate solely to the transactions contemplated by this Agreement (none of which were pending or, to the Knowledge ability of the Company, threatened as of Company to consummate the date hereof). Merger. (ii) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writjudgment, injunction, award, decree or award of writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity specifically imposed upon (each, an “Order”) applicable to the Company or any of its Subsidiaries whichexcept any such Order that is not, individually or in the aggregate, is reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impede the ability of the Company to consummate the Merger. (iiiii) The Neither the Company does not have nor any of its Subsidiaries has 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 prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations (A) set forth or as reflected or reserved against in the Company’s consolidated balance sheet (and sheets or in the notes thereto) thereto included in the Company SEC Reports filed prior to the date of this Agreement, (B) incurred since January 28, 2012 in the ordinary course of business since December 31, 2014business, (C) arising or incurred in connection with the Merger Merger, the Carveout Transaction or any other transaction or agreement contemplated by this Agreement, Agreement or the Carveout Transaction Agreement or (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected likely to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There are no criminal civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions“) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries or obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise, that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and there are no civil its Subsidiaries (“Liabilities“) or administrative actionsthe notes thereto if such balance sheet was prepared as of the date hereof, suits, claims, hearings, arbitrations, investigations except (i) as reflected or other proceedings pending or, reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the Knowledge date of this Agreement, (ii) for obligations or Liabilities incurred in the Companyordinary course of business since December 31, threatened against the Company that2007, taken as a whole, are reasonably likely to be material to the Company, except or (iii) for those that relate solely obligations or Liabilities incurred pursuant to the transactions contemplated by this Agreement Agreement, or (none of which were pending oriv) for those that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent or materially impair the Knowledge consummation of the Company, threatened as of the date hereof)transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree decree, award, stipulation or award settlement (“Judgment“) of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are notwhich is, individually or in the aggregate, reasonably expected likely to have a Company Material Adverse EffectEffect or prevent or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. (i) There are no criminal actions, suits, claims, hearings, arbitrations, investigations litigations, suits or other proceedings (whether civil, criminal, administrative or otherwise) pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge any of the Company, threatened against the Company its Subsidiaries that, taken as a wholeindividually or in the aggregate, have been or are reasonably likely to be material to the CompanyCompany and its Subsidiaries, except for those that relate solely to the transactions contemplated by this Agreement (none of which were pending or, to the Knowledge of the Company, threatened taken as of the date hereof)a whole. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award Order of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, has been or is reasonably likely to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, or that would, individually or in the aggregate, prevent or materially delay Seller from consummating the Transaction and the other transactions contemplated by this Agreement. (ii) The Neither the Company does not nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries, other than liabilities and obligations (A) set forth disclosed, reflected, accrued or reserved against in the Company’s consolidated balance sheet (and the including all notes thereto) included in the Company Reports filed prior to the date as of this AgreementDecember 31, 2016, (B) incurred in the ordinary course of business since December 31, 20142016, (C) incurred in connection with the Merger Transaction or any other transaction or agreement contemplated by this Agreement, or (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected likely to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Litigation and Liabilities. (i) There are no criminal actionsSince the Applicable Date, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company there have not been and currently there are no civil civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company thator any of its Subsidiaries, taken as a wholewhich individually or in the aggregate, are reasonably likely to be material to the Companyhave a Company Material Adverse Effect or, except for those that relate solely to any Stockholder Litigation, prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement Agreement. (none of which were pending or, to the Knowledge of the Company, threatened as ii) As of the date hereof). Neither of this Agreement, neither the 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 specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse EffectEffect or, except for any preliminary injunction or temporary restraining order arising out of any Stockholder Litigation, prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement. (iiiii) The Neither the Company does not have nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against on a condensed consolidated statement of financial position of the Company prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations (A) set forth or as reflected or reserved against in the Company’s consolidated balance sheet (and sheets, or in the notes thereto) , included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December August 31, 20142011, (C) arising or incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) incurred after the date hereof not in connection with any Permitted Lien violation of this Agreement or (E) that are not, individually or in the aggregate, reasonably expected likely to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There are no criminal actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge As of the Companydate of this Agreement, threatened against the Company and there are no civil civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings or investigations, audits or reviews by any Governmental Entity (excluding those covered by Section 5.1(l)) (collectively, “Actions”) pending or, to the Knowledge of the Company, threatened in writing against the Company thator any of its Subsidiaries, taken as a wholeexcept those that are not, are individually or in the aggregate, reasonably likely to be material to have a Company Material Adverse Effect or prevent or materially impede the Company, except for those that relate solely to the transactions contemplated by this Agreement (none of which were pending or, to the Knowledge ability of the Company, threatened as Company to consummate the Merger. (ii) As of the date hereof). Neither of this Agreement, neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writjudgment, injunction, award, decree or award of writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity specifically imposed upon (each, an “Order”) applicable to the Company or any of its Subsidiaries whichexcept any such Order that is not, individually or in the aggregate, is reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impede the ability of the Company to consummate the Merger. (iiiii) The Neither the Company does not have nor any of its Subsidiaries has 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 prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations (A) set forth or as reflected or reserved against in the Company’s consolidated balance sheet (and sheets or in the notes thereto) thereto included in the Company SEC Reports filed prior to the date of this Agreement, (B) incurred since January 1, 2013 in the ordinary course of business since December 31, 2014business, (C) arising or incurred in connection with the Merger Transactions or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected likely to have a Company Material Adverse Effect. (iv) The term “Knowledge” means (A) when referring to the knowledge of the Company or any of its Subsidiaries, the actual knowledge of the Company officers listed on Section 5.1(g)(iv)(A) of the Company Disclosure Letter and (B) when referring to the knowledge of Parent, the actual knowledge of the executive officers of Parent listed on Section 5.1(g)(iv)(B) of the Parent Disclosure Letter; provided that Knowledge does not include information of which an individual may be deemed to have constructive knowledge only.

Litigation and Liabilities. (iA) There are no civil, criminal actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations arbitrations or other proceedings by or before any Governmental Entity (including cease and desist letters and invitations to take a patent license) (each of the foregoing, “Proceedings”) pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company that, taken as a whole, are reasonably likely to be material to the Company, except for those that relate solely to any of its Subsidiaries or any of its or their respective assets or properties and (B) neither the transactions contemplated by this Agreement (none Table of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). Neither the Contents 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 specifically imposed upon the Company or any of its Subsidiaries which, in the case of each of (A) or (B), either are (1) reasonably expected, individually or in the aggregate, is reasonably likely to have a Company Material Adverse EffectEffect or (2) reasonably likely, individually or in the aggregate, to prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, in the case of this clause (2), other than any Transaction Litigation brought after the date hereof. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company, other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31June 30, 20142018, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien (as defined in Section 5.1(b)) or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There As of the date hereof, there are no criminal civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company, threatened against the Company and there or any of its Subsidiaries except for any such Actions that would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. There are no civil obligations or administrative actionsliabilities of the Company or any of its Subsidiaries, suitswhether or not accrued, claimscontingent or otherwise (“Liabilities”) that would be required by GAAP to be reflected on a consolidated financial statements of the Company and its Subsidiaries, hearings, arbitrations, investigations except (a) as reflected or other proceedings pending or, reserved against in the Company’s consolidated financial statements (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the Knowledge date hereof, (b) for Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Company, threatened against most recent balance sheet included in the Company thatReports, taken as a whole, are reasonably likely to be material to the Company, except (c) for those that relate solely Liabilities incurred pursuant to the transactions contemplated by this Agreement Agreement, or (none of which were pending or, d) for Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair the Knowledge consummation of the Company, threatened as transactions contemplated by this Agreement. As of the date hereof). Neither , neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree decree, award, stipulation or award settlement (“Judgment”) of any Governmental Entity specifically imposed upon the Company which has, or any of its Subsidiaries whichwould reasonably expected to have, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities Effect or obligations would reasonably be expected to prevent or materially impair the consummation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement transactions contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There As of the date of this Agreement, there are no criminal civil, criminal, administrative, investigative, or appellate actions, suits, claims, hearings, arbitrations, litigations, mediations, hearings, inquiries, audits, examinations, investigations or other proceedings (“Proceedings”), pending or, to the Knowledge of the Company, threatened in writing against the Company, any of its Subsidiaries, or any of their respective directors, officers, or employees in their capacities as such, except for those that would not, individually or in the aggregate, reasonably be likely to have a Company and there Material Adverse Effect. There are no civil obligations or administrative actionsliabilities of the Company or any of its Subsidiaries, suitswhether or not accrued, claimscontingent, hearingsabsolute, arbitrationsor otherwise other than (i) liabilities or obligations disclosed, investigations reflected, reserved against or other proceedings pending orotherwise provided for in the consolidated balance sheet of the Company as of June 30, 2018 and the notes thereto set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2018 (the “Company Balance Sheet”), (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2018, which are not individually or in the aggregate, material in amount or nature, (iii) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby, or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the Company, threatened against the Company that, taken as a whole, are reasonably likely to be material to the Company, except for those that relate solely to the transactions contemplated by this Agreement (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). Neither neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree decree, award, stipulation or award settlement of or with any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are notwould, individually or in the aggregate, reasonably expected be likely to have a Company Material Adverse EffectEffect (except to the extent expressly consented to by Parent pursuant to Section 6.5) or that would prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

Litigation and Liabilities. As of the date hereof, (i) There are there is no criminal actionssuit, suitsclaim, claimsaction, hearings, arbitrations, investigations proceeding or other proceedings investigation pending or, to the Knowledge of the CompanyParent’s or Merger Sub’s Knowledge, threatened against the Company and there are no civil Parent or administrative actions, suits, claims, hearings, arbitrations, investigations Merger Sub or other proceedings pending or, to the Knowledge any of the Company, threatened against the Company that, taken as a whole, are reasonably likely to be material to the Companytheir respective Affiliates, except for those any such Actions that relate solely would not reasonably expected to have, individually or in the transactions contemplated by this Agreement aggregate, a Material Adverse Effect, and (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). Neither the Company ii) neither Parent nor Merger Sub nor any of its Subsidiaries Affiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award Judgment of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries whichwhich would reasonably be expected to have, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. . There are no Liabilities that would be required by GAAP to be reflected on consolidated financial statements of the Parent and its Subsidiaries, except (iia) The Company does not have any liabilities as reflected or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth reserved against in the CompanyParent’s consolidated balance sheet financial statements (and the notes thereto) included in the Company SEC Reports filed after the Applicable Date but prior to the date of this Agreementhereof, (Bb) for Liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2014the date of the most recent balance sheet included in the SEC Reports, (Cc) for Liabilities incurred in connection with pursuant to the Merger or any other transaction or agreement transactions contemplated by this Agreement, (D) in connection with any Permitted Lien or (Ed) for Liabilities that are not, individually or in the aggregate, reasonably expected to have do not constitute a Company Material Adverse EffectEffect or are not reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. (i) There are no criminal actions, suits, claims, hearings, arbitrations, investigations audits, investigations, litigations, suits or other proceedings (whether civil, criminal, administrative or otherwise) pending or, to the Knowledge of the CompanyBuyer’s Knowledge, threatened against the Company and there are no civil Buyer or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge any of the Company, threatened against the Company its Subsidiaries that, taken as a wholeindividually or in the aggregate, are reasonably likely to be material to have a Buyer Material Adverse Effect or that would, individually or in the Companyaggregate, except for those that relate solely to prevent or materially delay Buyer from consummating the Transaction and the other transactions contemplated by this Agreement (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof)Agreement. Neither the Company Buyer nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award Order of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely to have a Company Buyer Material Adverse EffectEffect or that would, individually or in the aggregate, prevent or materially delay Buyer from consummating the Transaction and the other transactions contemplated by this Agreement. (ii) The Company does not Neither Buyer nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Buyer and its Subsidiaries, other than liabilities and obligations (A) set forth disclosed, reflected, accrued or reserved against in the CompanyBuyer’s consolidated balance sheet (and the notes including all footnotes thereto) included set forth in Buyer’s annual report on Form 10-K for the Company Reports filed prior to the date of this Agreementfiscal year ended December 31, 2016, (B) incurred in the ordinary course of business since December 31, 20142016, (C) incurred in connection with the Merger Transaction or any other transaction or agreement contemplated by this Agreement, or (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected likely to have a Company Buyer Material Adverse Effect.

Litigation and Liabilities. (iA) There are no civil, criminal actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations arbitrations or other proceedings by or before any Governmental Entity (including cease and desist letters and invitations to take a patent license) (each of the foregoing, "Proceedings") pending or, to the Knowledge of the Company's Knowledge, threatened against the Company that, taken as a whole, are reasonably likely to be material to the Company, except for those that relate solely to the transactions contemplated by this Agreement any of its Subsidiaries or any of its or their respective assets or properties and (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). Neither B) neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, in the case of each of (A) or (B), either are (1) reasonably expected, individually or in the aggregate, is reasonably likely to have a Company Material Adverse EffectEffect or (2) reasonably likely, individually or in the aggregate, to prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, in the case of this clause (2), other than any Transaction Litigation brought after the date hereof. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company, other than liabilities and obligations (A) set forth in the Company’s 's consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31June 30, 20142018, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien (as defined in Section 5.1(b)) or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There are no (a) civil, criminal or administrative actions, information requests, suits, claims, hearings, arbitrations, investigations or other proceedings (collectively, “Claims”) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries or (b) except as reflected or reserved against in the Company’s audited consolidated balance sheet for the year ending December 31, 2005 (and there are no civil the notes thereto) and for obligations or administrative actionsliabilities incurred in the ordinary course of business consistent with past practice since December 31, suits2005 (and reflected or reserved against in the Company’s unaudited consolidated balance sheet for the nine months ended September 30, claims, hearings, arbitrations, investigations or other proceedings pending or2006, to the Knowledge extent incurred prior to such date), obligations or liabilities of the CompanyCompany or any of its Subsidiaries, threatened against whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances of which the Company that, taken as a whole, are has knowledge that is reasonably likely to be material result in any Claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to the Companymatters involving any Environmental Law (as defined in Section 5.1(m)), except for those that relate solely are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) Neither the execution of this Agreement or the Shareholder Support Agreement nor the consummation of any of the transactions contemplated by this Agreement (none of which were pending orhereunder or thereunder waives, to the Knowledge modifies, compromises or extinguishes any of the Company’s rights with respect to (A) any insurance coverage relating to any actions, threatened suits or claims against the Company or any of its Subsidiaries alleging personal injury or property damage arising from exposure to asbestos or asbestos-containing materials, or (B) any agreements, understandings or arrangements relating to any such coverage, except in the case of (A) or (B) as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iii) The defense of all actions, suits or claims currently pending against the date hereof)Company or any of its Subsidiaries alleging personal injury or property damage arising from exposure to asbestos or asbestos-containing materials have been assumed by the Company’s insurers. As used in this Agreement, the term “knowledge” with respect to the Company shall mean the actual knowledge of Michaxx Xxxxxx, X.X. Xxxxxx XXX, E. Gaxxxx Xxxxlx, Xxxxxx X. Xexxxx, Xxxes X. Xxxxxxxxx, Xxxid Xxx, XXX, Cody Xxxxxxx xx Xherexx Xxxxxxx xxxxr reasonable inquiry. Neither the 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 specifically imposed upon the Company or any of its Subsidiaries whichwhich is, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There As of the date hereof, there are no criminal civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company, threatened against the Company and there or any of its Subsidiaries except for any such Actions that would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. There are no civil obligations or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge liabilities of the CompanyCompany or any of its Subsidiaries, threatened against whether or not accrued, contingent or otherwise (“Liabilities”) that would be required by GAAP to be reflected on a consolidated financial statements of the Company that, taken as a whole, are reasonably likely to be material to the Companyand its Subsidiaries, except (a) as reflected or reserved against in the Company Financials, (b) for those that relate solely Liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Financials, (c) for Liabilities incurred pursuant to the transactions contemplated by this Agreement Agreement, or (none of which were pending or, d) for Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair the Knowledge consummation of the Company, threatened as transactions contemplated by this Agreement. As of the date hereof). Neither , neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree decree, award, stipulation or award settlement (“Judgment”) of any Governmental Entity specifically imposed upon the Company which has, or any of its Subsidiaries whichwould reasonably expected to have, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities Effect or obligations would reasonably be expected to prevent or materially impair the consummation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement transactions contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There are no criminal actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company and there are no civil or administrative actionsin writing claims, suits, claimslitigation, hearingsactions, complaints, arbitrations, investigations mediations or other proceedings before any Governmental Entity or any arbitrator (each, a “Litigation”), nor are there, to the Knowledge of the Company, any investigations, audits, or reviews by any Governmental Entity or any arbitrator pending or, to the Knowledge of the Company, threatened in writing against the Company that, taken as a whole, are reasonably likely to be material to the Company, except for those that relate solely to the transactions contemplated by this Agreement (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). Neither the 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 specifically imposed upon the Company or any of its Subsidiaries which, individually which have resulted in or in the aggregate, is would be reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations There are no Orders of any nature (whether accrued, absolute, contingent Governmental Entity or otherwise) other than liabilities and obligations (A) set forth any arbitrator applicable to the Company or any of its Subsidiaries except for such Orders that are disclosed in the Company’s Company Reports or that have not resulted in or would not be reasonably likely to have a Company Material Adverse Effect. (iii) Except for liabilities set forth, reflected or reserved against in the consolidated balance sheet (and the notes thereto) as of March 31, 2010 or September 30, 2010 and included in the Company Reports filed prior to Financial Statements, neither the date Company nor any of this Agreementits Subsidiaries has any liabilities or obligations except for liabilities and obligations (i) that were incurred since September 30, (B) incurred 2010 in the ordinary course of business since December 31, 2014business, (Cii) incurred in connection with the Offer, the Merger or any other transaction or agreement contemplated by this Agreement, (Diii) which have been discharged or paid in connection with any Permitted Lien full or (Eiv) that are not, individually or in the aggregate, have not had and would not be reasonably expected likely to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There are no criminal Except for actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending orrelating to insurance and reinsurance liabilities incurred in the ordinary course of business (other than liabilities relating to bad faith claims and claims involving extra-contractual liabilities or damages in excess of policy limits), to the Knowledge as of the Companydate of this Agreement, threatened against the Company and there are no civil civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company thator any of its Subsidiaries, taken as that have had or would reasonably be likely to have, individually or in the aggregate, a wholeCompany Material Adverse Effect. Except (i) for those reflected or reserved against in the Company's consolidated balance sheets (and the notes thereto) included in the Company Reports filed with respect to the period ended December 31, 2006 with the SEC, (ii) for those insurance or reinsurance liabilities incurred in the ordinary course of business after December 31, 2006 or (iii) for those that are not, individually or in the aggregate, reasonably likely to be material to have a Company Material Adverse Effect or prevent, materially delay or materially impair the Company, except for those that relate solely to consummation of the transactions contemplated by this Agreement (none of which were pending orAgreement, to the Knowledge there are no obligations or liabilities of the CompanyCompany or any of its Subsidiaries, threatened as of the date hereof)whether or not accrued, contingent or otherwise and whether or not required to be disclosed on a balance sheet prepared in accordance with GAAP or SAP. Neither the 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 specifically imposed upon the Company or any of its Subsidiaries whichwhich is, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities Effect or obligations prevent, materially delay or materially impair the consummation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement transactions contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There are no criminal civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries or obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise, that would be required to be reflected or reserved against in a consolidated balance sheet of the Company prepared in accordance with GAAP (“Liabilities”) or the notes thereto if such balance sheet were prepared as of the date hereof, except (i) as reflected or reserved against in the Company’s consolidated balance sheets (and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the Knowledge date of this Agreement, (ii) for Liabilities incurred in the ordinary course of business since the date of the Company, threatened against most recent balance sheet included in the Company thatReports, taken as a whole, are reasonably likely to be material to the Company, except (iii) for those that relate solely Liabilities incurred pursuant to the transactions contemplated by this Agreement Agreement, or (none of which were pending oriv) Liabilities that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent or materially impair the Knowledge consummation of the Company, threatened as of the date hereof)transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree decree, award, stipulation or award settlement (“Judgment”) of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2014, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien or (E) that are notwhich is, individually or in the aggregate, reasonably expected likely to have a Company Material Adverse EffectEffect or prevent or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. (ia) There are no civil, criminal actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge knowledge of the Company's executive officers (as defined in the Exchange Act) ("Company Officers"), threatened against the Company thator any of its Subsidiaries or to which any of their respective properties, taken as a wholeassets, or rights are reasonably likely to be material subject, nor is there any judgment, decrees, injunction, rule or order of any court or arbitrator or any governmental body, agency or official outstanding against the Company or any of its Subsidiaries except, in each case, for those that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or prevent, materially delay or materially impair the Company, except for those that relate solely 's ability to consummate the Merger or any of the other transactions contemplated by this Agreement Agreement. (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). b) Neither the Company nor any of its Subsidiaries is a party to had at Company Balance Sheet Date, or subject to has incurred since that date and as of the provisions date of this Agreement, any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any judgmentnature, orderexcept (i) liabilities, writ, injunction, decree obligations or award of any Governmental Entity specifically imposed upon contingencies (1) which are accrued or reserved against in the Company Balance Sheet or any of its Subsidiaries whichreflected in the notes thereto, (2) which would not, individually or in the aggregate, is be reasonably likely expected to have a Company Material Adverse Effect. Effect on the Company (ii3) The Company does not which have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included been disclosed in the Company Reports filed prior to the date of this Agreement, Agreement (B4) which were incurred after Company Balance Sheet Date in the ordinary course of business since December 31and consistent with past practices, 2014, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (D) in connection with any Permitted Lien or (E5) that are not, individually which have been discharged or paid in full prior to the date of this Agreement in the aggregate, reasonably expected to have a Company Material Adverse Effectordinary course of business.

Litigation and Liabilities. (i) There are no criminal actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge As of the Companydate of this Agreement, threatened against the Company and there are no civil civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company thator any of its Subsidiaries, taken as a wholewhich individually or in the aggregate, are is reasonably likely to be material to the Company, except for those that relate solely to the transactions contemplated by this Agreement have a Company Material Adverse Effect. (none of which were pending or, to the Knowledge of the Company, threatened as ii) As of the date hereof). Neither of this Agreement, none of the 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 specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (iiiii) The Neither the Company does not have nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against on a condensed consolidated statement of financial position of the Company prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations (A) set forth or as reflected or reserved against in the Company’s 's consolidated balance sheet (and sheets or in the notes thereto) , included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31September 30, 20142009, (C) arising or incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, or (D) in connection with any Permitted Lien or (E) that are not, individually or in the aggregate, reasonably expected likely to have a Company Material Adverse Effect. (iv) The term "Knowledge" when used in this Agreement with respect to the Company shall mean the actual knowledge of those persons set forth in Section 5.1(g)(iv) of the Company Disclosure Letter without obligation of any further review or inquiry, and does not include information of which they may be deemed to have constructive knowledge only.

Litigation and Liabilities. (i) There Except as disclosed in the Company Reports filed with the SEC prior to the date hereof, there are no criminal civil, criminal, administrative or investigative actions, suits, claims, hearings, arbitrations, investigations hearings or other proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company and there are no civil or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company that, taken as a whole, are reasonably likely to be material to the Company, except for those that relate solely to the transactions contemplated by this Agreement (none of which were pending or, to the Knowledge of the Company, threatened as of the date hereof). Neither the 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 specifically imposed upon the Company or any of its Subsidiaries whichsubsidiaries, other than those that are not reasonably likely, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than . Except for those liabilities and obligations (A) set forth in that are fully reflected or reserved against on the Company’s consolidated balance sheet (and of the notes thereto) Company included in its Annual Report on Form 10-K for the Company Reports filed prior to the date of this Agreementyear ended December 31, (B) 1999, and for obligations and liabilities incurred in the ordinary course of business consistent with past practice since December 31the Audit Date, 2014neither the Company nor any of its subsidiaries has incurred any obligation or liabilities of any nature whatsoever, (C) incurred whether absolute, accrued, contingent, known, unknown or otherwise, and whether or not required to be disclosed on a balance sheet prepared in connection accordance with the Merger GAAP, or any other transaction facts or agreement contemplated by this Agreementcircumstance of which the Company has knowledge that could reasonably result in any claims against, (D) in connection with or obligations or liabilities of, the Company or any Permitted Lien or (E) of its Affiliates, except for those that are notnot reasonably likely, individually or in the aggregate, reasonably expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. As used in this Agreement, the term "knowledge" or any similar formulation of knowledge, including "known by it", when used with respect to the Company, shall mean the actual knowledge (after a reasonable investigation) of the persons set forth on Schedule 2.1(g) of the Company Disclosure Letter.