Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. (a) Excluding matters related to the proposed Arrangement and the Transaction, (i) there are no civil, quasi-criminal, criminal or administrative Actions, investigations, claims or other proceedings, outstanding or to the Company’s Knowledge, pending or threatened, against the Company or any of its Subsidiaries, and (ii) to the Company’s Knowledge, no event has occurred in the past three (3) years, and no state of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure Record. (c) 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 that restricts in any material respect the manner in which the Company and its Subsidiaries conduct their respective businesses, other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the Transaction.

Litigation and Liabilities. (a) Excluding matters related to the proposed Arrangement and the Transaction, (i) there There are no civil, quasi-criminal, criminal or administrative Actionsactions, investigationssuits, claims claims, hearings, arbitrations, investigations or other proceedingsproceedings pending or, outstanding or to the Company’s KnowledgeKnowledge of Parent, pending or threatened, threatened against the Company Parent or any of its Subsidiaries, and (ii) to the Company’s Knowledge, no event has occurred in the past three (3) years, and no state of fact exists, Significant Subsidiaries which would reasonably be expected to give rise to result in any such Actionclaims against, investigationor obligations or liabilities of, claim Parent or other proceedingany of its Significant Subsidiaries, whichexcept for those that would not, with respect to either of items (i) individually or (ii) of this Section 14(a)in the aggregate, if adversely determined, would reasonably be expected to have a Parent Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure Record. (c) Effect. Neither the Company Parent nor any of its Significant Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts in Entity. There are no liabilities or obligations of Parent or any material respect the manner in which the Company and of its Significant Subsidiaries conduct their respective businessesof any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than 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 September 30, 2019; (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. Neither Parent nor any such judgmentof its Significant Subsidiaries is a party to, orderor has any commitment to become a party to, writany off-balance sheet partnership, injunction, decree joint venture or award to which it becomes subject after the date of this Agreement and any similar arrangement (including any Contract relating to this Agreement any transaction or relationship between or among Parent or any of its Significant Subsidiaries, on the Transactionone 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).

Litigation and Liabilities. (a) Excluding matters related to the proposed Arrangement and the Transaction, (i) there There are no civil, quasi-criminal, criminal or administrative Actionsactions, investigationssuits, claims claims, hearings, arbitrations, investigations or other proceedingsproceedings pending or, outstanding or to the Knowledge of the Company’s Knowledge, pending threatened against the Company or threatenedany of its Subsidiaries which would reasonably be expected to result in any claims against, against or obligations or liabilities of, the Company or any of its Subsidiaries, and (ii) to the Company’s Knowledgeexcept for those that would not, no event has occurred individually or in the past three (3) yearsaggregate, and no state of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have result in a Company Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure Record. (c) Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts in any material respect the manner in which Entity. There are no liabilities or obligations of the Company and or any of its Subsidiaries conduct their respective businessesof any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business since September 30, 2019; (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 result in a Company Material Adverse Effect. Neither the Company nor any such judgmentof its Subsidiaries is a party to, orderor has any commitment to become a party to, writany off-balance sheet partnership, injunction, decree joint venture or award to which it becomes subject after the date of this Agreement and any similar arrangement (including any Contract relating to this Agreement any transaction or relationship between or among the TransactionCompany or any of its Subsidiaries, on the 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).

Litigation and Liabilities. (a) Excluding matters related to the proposed Arrangement and the Transaction, (i) there There are no civil, quasi-criminal, criminal or administrative Actionsactions, suits, claims, hearings, arbitrations, investigations, claims audits, reviews, inquiries, examinations or other proceedingsproceedings pending (each, outstanding or an “Action”) or, to the Knowledge of the Company’s Knowledge, pending or threatened, threatened against the Company or any of its Subsidiaries, and (ii) to the Company’s Knowledgewhich, no event has occurred individually or in the past three (3) yearsaggregate, and no state of fact exists, which would is reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected likely to have a Company Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure Record. (c) Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts which, individually or in any material respect the manner in which aggregate, is reasonably likely to have a Company Material Adverse Effect. Neither the Company and nor any of its Subsidiaries conduct or any of their respective businessesproperties or assets is a party or subject to, or in default under, any Order which, individually or in the aggregate, would have a Company Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (A) set forth or reflected or reserved against in the Company Financial Statements, (B) incurred in the ordinary course of business consistent with past practice since December 31, 2014, (C) incurred in connection with the Offer or the Merger or any such judgmentother Transaction or agreement contemplated by this Agreement, orderor (D) that, writindividually or in the aggregate, injunctionare not reasonably likely to have a Company Material Adverse Effect. The Company is not subject to any obligation or requirement to provide material funds to or make any material investment (in the form of a loan, decree capital contribution or award to which it becomes subject after the date of otherwise) in any non-wholly owned Subsidiary that cannot be terminated. (iii) The term “Knowledge,” when used in this Agreement (i) with respect to the Company, shall mean the actual knowledge, after due inquiry, of those persons set forth in Section 3.1(g)(iii) of the Company Disclosure Letter and relating (ii) with respect to this Agreement or Parent shall mean the Transactionactual knowledge, after due inquiry, of those persons set forth in Section 3.1(g)(iii) of the Parent Disclosure Letter.

Litigation and Liabilities. (a) Excluding matters related There are no material Proceedings pending or, to the proposed Arrangement and the Transaction, (i) there are no civil, quasi-criminal, criminal or administrative Actions, investigations, claims or other proceedings, outstanding or to Knowledge of the Company’s Knowledge, pending or threatened, threatened against the Company or any of its Subsidiaries. (b) Except for obligations and liabilities (i) reflected or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement and following the Applicable Date, and (ii) to the Company’s Knowledge, no event has occurred incurred in the past three Ordinary Course, (3iii) yearsincurred in connection with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and no state of fact exists, which whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to give rise to result in any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreementclaims against, or endorsement obligations or liabilities of, the Company or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure Recordits Subsidiaries. (c) 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 that restricts Entity, except as would not, individually or in any material respect the manner in which aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company and its Subsidiaries conduct their respective businesses, other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after consummate the date of this Agreement and relating to this Agreement or the TransactionTransactions.

Litigation and Liabilities. (a) Excluding Except as disclosed in the Purchaser Public Disclosure Record and excluding matters related to the proposed Arrangement and the Transaction, (i) there are no civil, quasi-criminal, criminal or administrative Actions, investigations, claims or other proceedings, outstanding or to the CompanyPurchaser’s Knowledge, pending or threatened, against the Company Purchaser or any of its Subsidiaries, and (ii) to the CompanyPurchaser’s Knowledge, no event has occurred in the past three (3) years, and no or state of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceedingproceeding against the Purchaser or its Subsidiaries, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the CompanyPurchaser. (b) The Company Purchaser and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Purchaser Financial Statements contained in the Company Purchaser Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company Purchaser contained in the Public Disclosure Record. (c) Neither the Company Purchaser nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts in any material respect the manner in which the Company Purchaser and its Subsidiaries conduct their respective businesses, other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the Transaction.

Litigation and Liabilities. (a) Excluding matters related to the proposed Arrangement and the Transaction, (i) there There are no civil, quasi-criminal, criminal or administrative Actions, investigations, claims Actions or other proceedingsproceedings pending or, outstanding or to the Company’s Knowledge, pending or threatened, against the Company or any of its Subsidiaries, and except for those made after the date hereof relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to result in a Material Adverse Effect. (iib) to Except as reflected or reserved against in the Company’s Knowledge, no event has occurred most recent consolidated balance sheet (and the notes thereto) included in the past three (3) years, and no state of fact exists, which would reasonably be expected Company Reports filed prior to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) the date of this Section 14(a)Agreement and for obligations or liabilities incurred in the Ordinary Course since the date of such consolidated balance sheets or in connection with the transactions contemplated by this Agreement, if adversely determinedthere are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent, asserted or otherwise that are required to be reflected or reserved against in the financial statements contained in any Company Report, except for those that would not reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure RecordEffect. (c) 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 that restricts in any material respect the manner in which the Company and its Subsidiaries or Affiliates conduct their respective businessesbusinesses or that otherwise is material to the Company and its Subsidiaries (taken as a whole), other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the Transactiontransactions contemplated by this Agreement or except as would not be reasonably expected to have a Material Adverse Effect.

Litigation and Liabilities. (a) Excluding matters related to Section 3.7(a) of the proposed Arrangement Company Disclosure Letter sets forth a complete and correct list, as of the Transactiondate of this Agreement, (i) there are no of the civil, quasi-criminal, criminal or administrative Actionsactions, suits, claims, demands, hearings, arbitrations, investigations or other proceedings or investigations, claims audits or other proceedingsreviews by any Governmental Entity (excluding those covered by Section 3.12) (collectively, outstanding or “Actions”) pending or, to the Knowledge of the Company’s Knowledge, pending or threatened, threatened in writing against the Company or any of its SubsidiariesSubsidiaries (i) for monetary damages in which the amount in dispute or potential judgment, and if resolved in accordance with the plaintiff’s demands, exceeds $1.0 million, (ii) to the Company’s Knowledge, no event has occurred in the past three (3) years, and no state of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) that seeks injunctive relief or (iiiii) of this Section 14(a), if adversely determined, would that is reasonably be expected likely to have a Company Material Adverse Effect on the CompanyEffect. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness As of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure Record. (c) Neither 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 writ adopted or imposed by, including any consent decree (other than in respect of Environmental Law, Hazardous Materials or other environmental matters), settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”) applicable to the Company or any of its Subsidiaries, except any such Order that restricts in any is not material respect the manner in which to the Company and its Subsidiaries, taken as a whole, or does not prevent, materially delay or materially impede the ability of the Company to consummate the Merger. (c) Neither the Company nor any of its Subsidiaries conduct their respective businesseshas any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than any such judgmentliabilities and obligations (A) set forth or as reflected or reserved against in the Company’s consolidated balance sheet for the fiscal year ended December 31, order2014 or for the fiscal quarter ended September 30, writ2015 (or, injunctionin either case, decree or award in the notes thereto) included in the Company SEC Reports filed prior to which it becomes subject after the date of this Agreement Agreement, (B) incurred since September 30, 2015 in the ordinary course of business, (C) arising or incurred in connection with the Transactions or (D) that are not, individually or in the aggregate, material to the Company and relating to this Agreement or the Transactionits Subsidiaries, taken as a whole.

Litigation and Liabilities. (a) Excluding matters related to 5.7.1 Except as set forth in SECTION 5.7 of the proposed Arrangement and the TransactionCompany Disclosure Schedule, (i) there are no civil, quasi-criminal, criminal arbitration or administrative Actions, investigations, claims or other proceedings, outstanding or to the Company’s Knowledge, pending or threatened, against proceedings involving the Company or any of its SubsidiariesSubsidiary, and (ii) including, to the Company’s 's Knowledge, no event has occurred in . claims for which the past three (3) years, Company or any Subsidiary may be vicariously liable. No such proceedings and no state claims of fact existsany kind or nature are pending or, which would to the Knowledge of the Company, threatened by or against the Company, any Subsidiary or the directors or officers of the Company or any Subsidiary (in their capacity as such) or in respect whereof the Company or any Subsidiary is or might be liable to indemnify any party concerned, and, to the Knowledge of the Company, there are no facts reasonably be expected likely to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Companyproceedings. (b) The 5.7.2 Except as set forth in SECTION 5.7.2 of the Company and its Subsidiaries have no outstanding indebtednessDisclosure Schedule, liabilities neither the Company nor any Subsidiary is subject to any order or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound judgment given by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, court or any other similar commitment with respect Governmental Entity or has been a party to any undertaking or assurance given to any court or any other Governmental Entity which is still in force nor, to the obligationsCompany's Knowledge, liabilities are there any facts or indebtedness circumstances (with or without the giving of any Person, other than those specifically identified notice or lapse of time) which would be likely to result in the Company Financial Statements contained or such Subsidiary becoming subject to such an order or judgment or being required to be a party to any such undertaking or assurance. 5.7.3 Except as set forth in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements SECTION 5.7.3 of the Company contained Disclosure Schedule, none of the Company, any Subsidiary, the directors of the Company or such Subsidiary or, to the Company's Knowledge, any Employees thereof are the subject of any investigation, enquiry, process or request for information in respect of any of the Public Disclosure Recordactivities of the Company or any Subsidiary by any competent authority and no such procedures are pending or, to the Company's Knowledge, threatened and, to the Company's Knowledge, there are no facts which are reasonably likely to give rise to any such proceedings. (c) 5.7.4 Neither the Company nor any of its Subsidiaries is a party to Subsidiary has, in the 3-year period preceding the date hereof, manufactured or subject sold products which to the provisions of Company's Knowledge, are or would be in any judgmentmaterial respect, orderfaulty or defective, writ, injunction, decree or award of any Governmental Entity that restricts which otherwise do not comply in any material respect the manner in which with any warranties or representations expressly or impliedly made by the Company and its Subsidiaries conduct their respective businesses, other than any or such judgment, order, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the TransactionSubsidiary.

Litigation and Liabilities. ‎ (a1) Excluding matters related to the proposed Arrangement and the TransactionExcept as disclosed in Schedule H hereto, (i) there are no civil, quasi-criminal, criminal ‎criminal or administrative Actions, investigations, claims or other proceedings, outstanding or pending, or, to the Company’s Knowledge, pending or threatened, against the Company or ‎or any of its Subsidiaries, and (ii) to the Company’s Knowledge, no event has occurred in the past three (3) yearssince November 19, 2018, and no state of fact exists, which would reasonably be expected to ‎to give rise to any such Action, investigation, claim or other proceeding, which, with respect proceeding (apart from the Controlled Substances Act as it applies to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company.marijuana).‎ (b2) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether ‎whether accrued, absolute, contingent or otherwise, and are not party to or bound by any ‎any suretyship, guarantee, indemnification or assumption agreement, or endorsement of‎of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Personperson, other than those specifically identified liabilities set forth in the balance sheet included in the Company Financial Statements contained in the Company Public Disclosure RecordStatements, which relate to the proposed Arrangement indebtedness set forth on Schedule H hereto, or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure Recordmaterial. (c3) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment‎judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts in any material respect the manner in which the Company and its Subsidiaries conduct ‎conduct their respective businesses, other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating ‎relating to this Agreement or the Transaction.Acquisition.‎

Litigation and Liabilities. (a) Excluding matters related to As of the proposed Arrangement and the Transactiondate hereof, (i) there are no civil, quasi-criminal, criminal or administrative Actions, investigations, claims or other proceedingsactions, outstanding suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company’s Knowledge, pending threatened in writing against the Company or threatenedany of its Subsidiaries except for any such Actions that would not, against individually or in the aggregate, have 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”) that would be required by GAAP to be reflected on a consolidated financial statements of the Company and its Subsidiaries, except (iia) to as reflected or reserved against in the Company’s Knowledge, no event has occurred consolidated financial statements (and the notes thereto) included in the past three (3) yearsCompany Reports filed after the Applicable Date but prior to the date hereof, and no state of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those for Liabilities incurred in the Ordinary Course and which are not material ordinary course of business consistent with past practice since the date of the most recent financial statements of balance sheet included in the Company contained in the Public Disclosure Record. Reports, (c) Neither for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (d) for Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement. 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 decree, award, stipulation or award settlement (“Judgment”) of any Governmental Entity that restricts in any material respect the manner in which would reasonably be expected to have a Material Adverse Effect on the Company and and/or its Subsidiaries conduct their respective businessesSubsidiaries, other than any such judgment, order, writ, injunction, decree or award is reasonably likely to which it becomes subject after prevent or materially impair the date consummation of the transactions contemplated by this Agreement and relating to this Agreement or the TransactionAgreement.

Litigation and Liabilities. (a) Excluding matters related to the proposed Arrangement and the Transaction, (i) As of the date of this Agreement, there are no civil, quasi-criminal, criminal or administrative Actionsactions, investigationssuits, claims claims, hearings, arbitrations, investigations or other proceedingsproceedings pending or, outstanding or to the Knowledge of the Company’s Knowledge, pending or threatened, threatened against the Company or any of its Subsidiaries, and which individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (ii) to the Company’s Knowledge, no event has occurred in the past three (3) years, and no state As of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements this Agreement, none of the Company contained in the Public Disclosure Record. (c) 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 that restricts in any material respect the manner in which specifically imposed upon the Company and or any of its Subsidiaries conduct their respective businesseswhich, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (iii) Neither the Company 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 any such judgmentliabilities and obligations (A) set forth or as reflected or reserved against in the Company’s consolidated balance sheets or disclosed in the notes thereto, order, writ, injunction, decree or award included in the Company Reports filed prior to which it becomes subject after the date of this Agreement and relating Agreement, (B) incurred in the ordinary course of business since December 31, 2009, (C) arising or incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, or (D) that are not, individually or in the aggregate, reasonably 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 the Transactioninquiry, and does not include information of which they may be deemed to have constructive knowledge only.

Litigation and Liabilities. Except for actions, suits, claims, hearings, arbitrations, investigations or other proceedings relating to insurance and reinsurance liabilities incurred in the ordinary course of business (a) Excluding matters related other than liabilities relating to bad faith claims and claims involving extra-contractual liabilities or damages in excess of policy limits), as of the proposed Arrangement and the Transactiondate of this Agreement, (i) there are no civil, quasi-criminal, criminal or administrative Actionsactions, investigationssuits, claims claims, hearings, arbitrations, investigations or other proceedingsproceedings pending or, outstanding or to the knowledge of the Company’s Knowledge, pending or threatened, threatened against the Company or any of its Subsidiaries, and that have had or would reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except (iii) to for those reflected or reserved against in the Company’s Knowledge, no event has occurred consolidated balance sheets (and the notes thereto) included in the past three (3) years, and no state of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment Reports filed with respect to the obligationsperiod ended December 31, 2006 with the SEC, (ii) for those insurance or reinsurance liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which ordinary course of business after December 31, 2006 or (iii) for those that are not material since not, individually or in the date aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the most recent financial statements transactions contemplated by this Agreement, there are no obligations or liabilities of the Company contained or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed on a balance sheet prepared in the Public Disclosure Record. (c) 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 that restricts which is, individually or in any material respect the manner in which aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the Company and its Subsidiaries conduct their respective businesses, other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after consummation of the date of transactions contemplated by this Agreement and relating to this Agreement or the TransactionAgreement.

Litigation and Liabilities. (a) Excluding matters related to the proposed Arrangement and the Transaction, There are no (i) there are no civil, quasi-criminal, criminal or administrative Actionsactions, investigationssuits, claims claims, hearings, investigations or other proceedingsproceedings pending or, outstanding or to the knowledge of the officers of the Company’s Knowledge, pending or threatened, threatened against the Company or any of its SubsidiariesSubsidiaries or Affiliates, and or (ii) litigations, arbitrations, investigations or other proceedings, or injunctions or final judgments relating thereto, pending or, to the knowledge of the officers of the Company’s Knowledge, no event has occurred threatened against the Company or any of its Subsidiaries or Affiliates before any Governmental Authority, including, without limitation, the Federal Reserve Board, the OCC or the FDIC, except in the past three (3) years, and no state case of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items clause (i) or (ii) of this Section 14(a), if adversely determined, for those that would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on Effect. None of the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those incurred in the Ordinary Course and which are not material since the date of the most recent financial statements of the Company contained in the Public Disclosure Record. (c) Neither the Company nor any of its Subsidiaries or any of its Affiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity Authority which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) There are no liabilities or obligations of the Company or any Subsidiary of the Company, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances that restricts would reasonably be expected to result in any material respect the manner in which obligations or liabilities of, the Company and or any of its Subsidiaries conduct their respective businessesSubsidiaries, other than any such judgmentthan: (i) liabilities or obligations to the extent reflected or fully reserved against on the Company Balance Sheet or reasonably apparent in the notes thereto; (ii) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date; or (iii) liabilities or obligations that, orderindividually or in the aggregate, writ, injunction, decree or award would not be reasonably expected to which it becomes subject after the date of this Agreement and relating to this Agreement or the Transactionhave a Company Material Adverse Effect.

Litigation and Liabilities. (a) Excluding matters related to Except as set forth in Section 4.7 of the proposed Arrangement and Company Disclosure Schedule, as of the Transactiondate hereof, (i) there are no civil, quasi-criminal, criminal or administrative Actions, investigations, claims or other proceedingsactions, outstanding suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company’s Knowledge, pending threatened in writing against the Company or threatenedany of its Subsidiaries except for any such Actions that would not, against individually or in the aggregate, have 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”) that would be required by GAAP to be reflected on a consolidated financial statements of the Company and its Subsidiaries, except (iia) to as reflected or reserved against in the Company’s Knowledge, no event has occurred consolidated financial statements (and the notes thereto) included in the past three (3) yearsCompany Reports filed after the Applicable Date but prior to the date hereof, and no state of fact exists, which would reasonably be expected to give rise to any such Action, investigation, claim or other proceeding, which, with respect to either of items (i) or (ii) of this Section 14(a), if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have no outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements contained in the Company Public Disclosure Record, which relate to the proposed Arrangement or those for Liabilities incurred in the Ordinary Course and which are not material ordinary course of business consistent with past practice since the date of the most recent financial statements of balance sheet included in the Company contained in the Public Disclosure Record. Reports, (c) Neither for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (d) for Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement. 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 decree, award, stipulation or award settlement (“Judgment”) of any Governmental Entity that restricts in any which is material respect the manner in which to the Company and its Subsidiaries conduct their respective businessesSubsidiaries, other than any such judgmenttaken as a whole, order, writ, injunction, decree or award is reasonably likely to which it becomes subject after prevent or materially impair the date consummation of the transactions contemplated by this Agreement and relating to this Agreement or the TransactionAgreement.