Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there are no (a) actions, suits, claims, proceedings or investigations (or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity or otherwise that (i) individually or in the aggregate would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its Subsidiaries.

Litigation and Liabilities. (i) Except as disclosed in with respect to regulatory matters that are the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 subject of the Company Disclosure ScheduleSection 6.5 hereof, there are no (a) actions, suits, claims, proceedings or investigations (pending or, to the knowledge Knowledge of the Responsible Executive Officers Company, threatened (as used in this Section 5.1, meaning threatened in writing or threatened orally and as to which a written reference thereto has been prepared by, or delivered to, an employee of the Company with the title of Managing Director or higher) claims, suits, actions or other proceedings before any Governmental Entity or any arbitrator (collectively, “Legal Proceedings”), nor are there, to the Knowledge of the Company, any basis for investigations, audits, or reviews by any person to assert any claim reasonably likely to result in liability Governmental Entity or any other adverse determination) arbitrator pending againstor, or to the knowledge of the Responsible Executive Officers Knowledge of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity or otherwise that (i) which have, individually or in the aggregate aggregate, resulted in or would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither hereof and to the Knowledge of the Company, its Subsidiaries nor there are no pending or threatened Legal Proceedings against any of their respective properties is subject to any orderthe Company Joint Ventures which, writindividually or in the aggregate, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, have a Company Material Adverse Effect or that would prevent prevent, materially delay or delay materially impede the consummation ability of the Company to consummate the Merger or the other transactions contemplated hereby. Except as disclosed in the Company Reports, there by this Agreement. (ii) There are no pending or, Orders of any Governmental Entity or any arbitrator applicable to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor or, to the Knowledge of directorsthe Company, officers, employees and agents any of the Company Joint Ventures or any of their respective businesses, assets or properties except for such Orders that are disclosed in the Company SEC Reports filed prior to the date hereof or that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. (iii) Except for liabilities set forth, reflected or reserved against in the consolidated balance sheet (and notes thereto) of the Company as of December 31, 2009 or June 30, 2010 and included in the Company Financial Statements, neither the Company nor any of its SubsidiariesSubsidiaries has any liabilities or obligations which (assuming the Company were aware thereof) would be required to be reflected or reserved against on a consolidated balance sheet (or described in the notes thereto) of the Company prepared in accordance with GAAP, except for liabilities or obligations (A) that were incurred since June 30, 2010 in the ordinary course of business, (B) incurred in connection with the Merger, the NRG Sale or any other transaction or agreement contemplated by this Agreement or the NRG PSA in accordance with the terms hereof or thereof or (C) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there are no (a) actions, suits, claims, proceedings or investigations (or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity or otherwise that (i) individually or in the aggregate would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations As of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers Knowledge of the Company, threatened claims for indemnification by threatened, civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings (each, an "Action") before any Governmental Authority to which the Company or any of its Subsidiaries is a party or any Action by any Governmental Authority against or involving the Company or its Subsidiaries, in favor each case that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the ability of directors, officers, employees and agents the Company to consummate the Merger by the Outside Date. None of the Company or any of its Subsidiaries is subject to any outstanding judgment, order, writ, injunction, decree or award of any Governmental Authority, except for those that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the ability of the Company to consummate the Merger by the Outside Date. (ii) There are no obligations or liabilities of the Company or any of its Subsidiaries (whether accrued, contingent or otherwise) that would be required by U.S. GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries, other than: (A) obligations or liabilities to the extent disclosed, reflected or reserved against in the consolidated balance sheet of the Company for the quarterly period ended April 9, 2017 (or any notes thereto); (B) obligations or liabilities arising in connection with the transactions contemplated by this Agreement; (C) obligations or liabilities incurred in the ordinary course of business since April 9, 2017; (D) obligations or liabilities arising from Contracts entered into in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract or violation of Law); or (E) obligations or liabilities that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there (i) There are no (a) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations, inquiries, audits or other proceedings or investigations (pending or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers Knowledge of the Company, threatened against or affecting, the Company or any of its Subsidiaries Subsidiaries, and, to the Knowledge of the Company, as of the date hereof, no such proceedings are pending or threatened against any of their respective properties before any Governmental Entity or otherwise the Company Joint Ventures, in each case that (i) individually or in the aggregate aggregate, would reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially delay or impair the consummation of the transaction contemplated by this Agreement. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, as of the date hereof, any of the Company Joint Ventures is a party to or subject to the provisions of any judgment, settlement, order, writ, injunction, decree or award of any Governmental Entity specifically imposed upon the Company, any of its Subsidiaries or any of the Company Joint Ventures or any of their respective businesses, assets or properties which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay or impair the consummation of the transaction contemplated by this Agreement. (ii) in Neither the Company nor any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims of its Subsidiaries has any liabilities or obligations of any nature on the date of this Agreement, (whether accrued, absolute, direct or indirect, contingent or otherwise), whether due other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet as of December 31, 2006, including the notes thereto, included in the draft Annual Report on Form 10-K for the year ended December 31, 2006 attached to Section 5.1(g)(ii) of the Company Disclosure Letter, (B) incurred in the ordinary course of business since December 31, 2006, (C) incurred in connection with the Merger or to become dueany other transaction or agreement contemplated by this Agreement, that would be (D) of a nature not required to be included shown on a balance sheet prepared in accordance with GAAP on GAAP, pursuant to any Contract or other similar arrangement binding upon the date hereof, and there is no existing condition Company or set any of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998its Subsidiaries, (iiE) Company Liabilities incurred that are expressly within the scope of any other representation or warranty in connection with this Section 5.1 or are expressly excluded from such representation and warranty as a result of the transactions contemplated by this Agreement and scope of any materiality qualification applicable to such representation or warranty (iiiprovided that any matter arising after the date hereof shall not be deemed to be within the scope of or excluded from any representation or warranty given at or as of the date hereof or any date prior to the date hereof), or (F) Company Liabilities that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its Subsidiaries.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there There are no (a) civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings or investigations (“Actions”) pending or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers Knowledge of the Company, threatened in writing against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity obligations or otherwise that (i) individually or in the aggregate would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise, of the type that would be required to be reflected or reserved against in a consolidated balance sheet 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 the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the date of this Agreement, (ii) for Liabilities incurred in the ordinary course of business 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, or (iv) Liabilities that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent or materially impair the consummation of the 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, award, stipulation or settlement (“Judgment”) of any Governmental Entity which is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section on SECTION 4.8 of the Company Disclosure Schedule, there are no (a) actions, suits, claims, proceedings or investigations (or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity or otherwise that (i) individually or in the aggregate would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereofGAAP, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its Subsidiaries.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedulehereof, there are no (a) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings or investigations (pending or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity or otherwise assets except for those that (i) are not, individually or in the aggregate would be expected aggregate, reasonably likely to have a Company Material Adverse Effect, (ii) in any manner challenges Effect or seeks to prevent, enjoin, alter materially delay or delay materially impair the ability of the Company to consummate the transactions contemplated hereby by this Agreement and the Stock Option Agreement. Set forth in Section 5.1(g) of the Company Disclosure Letter is a complete list of all civil, criminal or administrative actions, suits, claims (iii) alleges criminal other than individual customer complaints which are received in the ordinary course of business, consistent with past practice, and as to which no suit, action or inaction arbitration has been commenced), hearings, investigations or (b) liabilitiesproceedings, debtspending or, claims to the knowledge of the Company, threatened against the Company or any of its Affiliates or any of their respective properties or assets as of the date hereof. The Company has delivered to Parent a true and complete copy of its customer complaint log which is maintained in the ordinary course of business. Except for those obligations and liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the 1999 10-K, and for obligations and liabilities incurred in the ordinary course of business consistent with prior practice since December 31, 1999, neither the Company nor any of its Subsidiaries has incurred any obligations or liabilities of any nature on the date of this Agreementwhatsoever, whether absolute, accrued, absolutecontingent, direct known, unknown or indirect, contingent otherwise and whether or otherwise, whether due or to become due, that would be not required to be included disclosed on a balance sheet prepared in accordance with GAAP on or statutory accounting principles, including those relating to matters involving any Environmental Law (as defined in Section 5.1(k)), or any other facts or circumstances of which the date hereof, and there is no existing condition or set of circumstances Company has knowledge that would reasonably be expected to could result in such a liability ("any claims against, or obligations or liabilities of, the Company Liabilities")or any of its Affiliates, except (i) Company Liabilities incurred for those that are not, individually or in the ordinary and usual course aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of business and consistent with past practice since December 31, 1998, (ii) the Company Liabilities incurred in connection with or as a result of to consummate the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effectthe Stock Option Agreement. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed used in the Company ReportsAgreement, there are no pending or, to the phrase "knowledge of the Responsible Executive Officers Company" means the actual knowledge of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents those people set forth on Section 5.1(g) of the Company or any of its SubsidiariesDisclosure Letter.

Litigation and Liabilities. (a) Except as disclosed set forth in Section (8) of the Purchaser Disclosure Letter, there are no civil, criminal or administrative Actions or other proceedings, or to the Purchaser’s Knowledge, pending or threatened, against the Purchaser or any of its Subsidiaries that would not have a Purchaser Material Adverse Effect. (b) Except as reflected or reserved against in the Company Reports or Purchaser’s most recent consolidated balance sheet (and the notes thereto) included in the Purchaser Public Announcements Disclosure Record filed or made prior to the date hereof and for obligations or as set forth liabilities incurred in section 4.8 the Ordinary Course since the date of the Company Disclosure Schedulesuch consolidated balance sheets, there are no (a) actions, suits, claims, proceedings obligations or investigations (or, to the knowledge liabilities of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the Company, threatened against or affecting, the Company Purchaser or any of its Subsidiaries Subsidiaries, whether or any of their respective properties before any Governmental Entity not accrued, contingent, asserted or otherwise that (i) individually and whether or in the aggregate would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be not required to be included on a balance sheet prepared in accordance with GAAP on the date hereofdisclosed, and there is no existing condition or set of any other facts or circumstances that would reasonably be expected to result in such a liability ("Company Liabilities")any claims against, or obligations or liabilities of, the Purchaser or any of its Subsidiaries, except (i) Company Liabilities incurred for those that, individually or in the ordinary and usual course of business and consistent with past practice since December 31aggregate, 1998, (ii) Company Liabilities incurred are not material in connection with amount or as a result would not prevent the consummation of the transactions contemplated Transactions. (c) Neither the 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 Purchaser and its Subsidiaries conduct their respective businesses. There are no investigations by this Agreement and (iii) Company Liabilities any Governmental Entity pending, or, to the Purchaser’s Knowledge, threatened against the Purchaser or any of its Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. Neither the Purchaser nor any of its Subsidiaries nor any of their respective assets, rights or properties is or are subject to any injunction, judgment, order or decree except for those that would not reasonably be expected to have have, individually or in the aggregate, a Company Purchaser Material Adverse Effect. As of . (d) To the Purchaser’s Knowledge, all costs, expenses, and liabilities payable on or prior to the date hereof, neither hereof under the Company, terms of any contracts and agreements to which the Purchaser or any its Subsidiaries nor any of their respective properties is subject directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed delinquency in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its SubsidiariesOrdinary Course .

Litigation and Liabilities. (a) Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 Section 4.7 of the applicable Company Disclosure ScheduleLetter, there are no, and since the Applicable Date there have been no (a) actions, suits, claims, proceedings or investigations (Proceedings pending or, to the knowledge Knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the such Company, threatened against or affecting, the such Company or any of its Subsidiaries (including cease and desist letters and invitations to take a patent license and including any Proceedings that seek to restrain or any of their respective properties before any Governmental Entity prohibit or otherwise that (ito obtain damages or other relief in connection with the Transactions) that, individually or in the aggregate would aggregate, are reasonably likely to be expected material to have such Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the ability of such Company Material Adverse Effect, to consummate the Transactions. Neither such Company nor any of its Subsidiaries (i) is a party to or subject to the provisions of any Order or (ii) has been notified by any Governmental Entity in writing to the effect that such Governmental Entity is contemplating issuing or requesting any manner challenges Order which in the cases of clauses (i) and (ii), individually or seeks in the aggregate, is reasonably likely to be material to such Company and its Subsidiaries, taken as a whole, or prevent, enjoin, alter materially delay or delay materially impair the transactions contemplated hereby or (iii) alleges criminal action or inaction or ability of such Company to consummate the Transactions. (b) liabilities, debts, claims Such Company does not have any liabilities or obligations of any nature on the date of this Agreement, (whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be ) required by GAAP to be included set forth on a consolidated balance sheet prepared in accordance with GAAP on the date hereofof such Company, other than liabilities and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except obligations (i) Company Liabilities incurred set forth in such Company’s consolidated balance sheet (and the notes thereto) included in the ordinary and usual course Financial Statements of business and consistent with past practice since December 31, 1998such Company, (ii) Company Liabilities incurred in the Ordinary Course of Business since January 1, 2021 (none of which results from, arises out of, or was caused by any breach of warranty, breach of Contract or infringement or violation of Law), (iii) incurred in connection with or as a result of the transactions or agreements contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award havingAgreement, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed (iv) in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or connection with any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its SubsidiariesPermitted Lien.

Litigation and Liabilities. (a) Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedulehereof, there are no (a) actions, suits, claims, proceedings or investigations (or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity governmental entity or otherwise that (i) individually or in the aggregate would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effectinaction. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its Subsidiaries. (b) Except as set forth in the Company Reports, the Company and its Subsidiaries have no liabilities, debts, claims or obligations of any nature, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with generally accepted accounting principles, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement, (ii) contingent liabilities and reserves to be provided for as of December 31, 1998 in amounts that have been disclosed to Purchaser in Section 5.9 of the Disclosure Schedule and (iii) Company Liabilities that would not reasonably be expected to have a Material Adverse Effect.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior (i) Since January 1, 2019, there have been no pending or, to the date hereof or as set forth in section 4.8 Knowledge of the Company Disclosure ScheduleCompany, there are no (a) threatened, civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings (each, an “Action”) before any Governmental Authority to which the Company or investigations any of its Subsidiaries is a party or any Action by any Governmental Authority against or involving the Company or its Subsidiaries, in each case that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the ability of the Company to consummate the Merger by the Outside Date. None of the Company or any of its Subsidiaries is subject to any outstanding judgment, order, writ, injunction, decree or award of any Governmental Authority, except for those that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the ability of the Company to consummate the Merger by the Outside Date. (orii) There are no obligations or liabilities of the Company or any of its Subsidiaries (whether accrued, contingent or otherwise), other than: (A) obligations or liabilities to the knowledge extent specifically and adequately disclosed, reflected or reserved against in the consolidated balance sheet of the Responsible Executive Officers of Company for the Companyquarterly period ended April 2, any basis for any person to assert any claim reasonably likely to result in liability 2022 (or any other adverse determinationnotes thereto); (B) pending againstobligations or liabilities arising in connection with the transactions contemplated by this Agreement; (C) obligations or liabilities incurred in the ordinary course of business since April 2, 2022 (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement, violation of Law, or that relates to any pending lawsuit); (D) obligations or liabilities arising from any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (other than any purchase orders, invoices or similar instruments) (each, a “Contract”) entered into in the knowledge ordinary course of the Responsible Executive Officers of the Company, threatened against or affecting, business and binding upon the Company or any of its Subsidiaries or to which any of their respective properties before any Governmental Entity properties, rights or otherwise that other assets are subject (i) individually or none of which results from, arises out of, relates to, is in the aggregate would be expected to nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Law); or (E) obligations or liabilities that have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereofnot had, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its Subsidiaries.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there are no (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings or investigations (pending or, to the knowledge Knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the CompanyANDX Parties, threatened in writing against or affecting, the Company or any of its Subsidiaries ANDX Parties or any of their respective properties before any Governmental Entity or otherwise that (i) individually or in Subsidiaries which, to the aggregate would be expected to have a Company Material Adverse EffectKnowledge of the ANDX Parties, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities")any claims against, or obligations or liabilities of, the ANDX Parties or any of their Subsidiaries, except (i) Company Liabilities incurred in for those that would not have an ANDX Material Adverse Effect or would not reasonably be expected to prevent, materially delay or materially impair the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result consummation of the transactions contemplated by this Agreement Agreement. Neither the ANDX Parties nor any of their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that would have an ANDX Material Adverse Effect. (b) Except for obligations and liabilities (i) reflected or reserved against in ANDX’s consolidated balance sheets (and the notes thereto) included in the ANDX SEC Reports filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business since the ANDX Balance Sheet Date and (iii) Company Liabilities that arising or incurred in connection with the Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the ANDX Parties or any of their Subsidiaries, of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as would not reasonably be expected to have a Company an ANDX Material Adverse Effect. As . (c) This Section 5.7 shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the ANDX Parties or any of the date hereof, neither the Company, its their Subsidiaries nor or any of their respective properties is subject directors to any orderthe extent arising out of this Agreement, writ, judgment, injunction, decree, determination the Merger or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the other transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its Subsidiariesthis Agreement.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there are no (a) actions, suits, claims, proceedings or investigations (or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity or otherwise that (i) individually or in the aggregate would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations As of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers Knowledge of the Company, threatened claims for indemnification by civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings (each, an “Action”) before any Governmental Authority to which the Company or any of its Subsidiaries is a party or any Action by any Governmental Authority against or involving the Company or its Subsidiaries, in favor each case that (A) has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (B) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of directorsany of the Merger and the other transactions contemplated by this Agreement. As of the date of this Agreement, officers, employees and agents none of the Company or any of its SubsidiariesSubsidiaries is subject to any outstanding judgment, order, writ, injunction, decree or award of any Governmental Authority, except for those that (A) have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (B) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (ii) There are no obligations or liabilities of the Company or any of its Subsidiaries (whether accrued, contingent or otherwise) that would be required by U.S. GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries other than: (A) obligations or liabilities to the extent disclosed, reflected or reserved against in the consolidated balance sheet of the Company for the quarterly period ended September 30, 2017 (or any notes thereto); (B) obligations or liabilities arising in connection with the transactions contemplated by this Agreement; (C) obligations or liabilities incurred in the ordinary course of business since September 30, 2017; (D) executory obligations arising from any Contract entered into in the ordinary course of business (none of which results from or was caused by a breach of any such Contract); or (E) obligations or liabilities that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (iii) The statements and information set forth in Section 5.1(g)(iii) of the Company Disclosure Schedule are true, correct and complete in all material respects.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there are no (a) actions, suits, claims, proceedings or investigations (or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any of their respective properties before any Governmental Entity or otherwise that (i) individually or in the aggregate would be expected to have a Company Material Adverse Effect, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there are no civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by against the Company or any of its Subsidiaries that (i) are, individually or in favor the aggregate, if determined adversely to the Company, reasonably likely to have a Company Material Adverse Effect (ii) in any manner adversely affect the Company’s research, development or commercialization of directorsits products or clinical product candidates, officersor (iii) challenge the validity or propriety, employees and agents or seek to prevent consummation of, the Merger or any other transaction contemplated by this Agreement. Neither the Company nor any of its Subsidiaries is subject to any outstanding order, writ, injunction, decree or arbitration ruling, award or other finding that is reasonably likely to have 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 that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries, other than: (i) liabilities or obligations to the extent (A) reflected on the consolidated balance sheet of the Company or (B) readily apparent in the notes thereto, included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since September 30, 2005; (iii) liabilities and obligations incurred in connection with the Company’s performance of its Subsidiariesobligations under this Agreement and the transactions contemplated hereby and thereby; (iv) performance obligations under Contracts required in accordance with their terms, or performance obligations, to the extent required under applicable Law, in each case to the extent arising after the date hereof; or (v) liabilities or obligations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. (c) This Section 5.7 does not apply to Tax matters, which are addressed in Section 5.14.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there are no (a) actionsThere are no, suits, claims, proceedings or investigations (and since the Applicable Date there have been no Proceedings pending or, to the knowledge Knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the CompanyBuyer, threatened against or affecting, the Company Buyer or any of its Subsidiaries (including cease and desist letters and invitations to take a patent license and including any Proceedings that seek to restrain or any of their respective properties before any Governmental Entity prohibit or otherwise that (ito obtain damages or other relief in connection with the Transactions) that, individually or in the aggregate would aggregate, are reasonably likely to be expected material to have Buyer and its Subsidiaries, taken as a Company Material Adverse Effectwhole, or prevent, materially delay or materially impair the ability of Buyer to consummate the Transactions. Neither Buyer nor any of its Subsidiaries (i) is a party to or subject to the provisions of any Order or (ii) has been notified by any Governmental Entity in writing to the effect that such Governmental Entity is contemplating issuing or requesting any manner challenges Order which in the cases of clauses (i) and (ii), individually or seeks in the aggregate, is reasonably likely to be material to Buyer and its Subsidiaries, taken as a whole, or prevent, enjoin, alter materially delay or delay materially impair the transactions contemplated hereby or (iii) alleges criminal action or inaction or ability of Buyer to consummate the Transactions. (b) liabilities, debts, claims Buyer does not have any liabilities or obligations of any nature on the date of this Agreement, (whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be ) required by GAAP to be included set forth on a consolidated balance sheet prepared in accordance with GAAP on the date hereofof Buyer, other than liabilities and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except obligations (i) Company Liabilities incurred set forth in Buyer’s consolidated balance sheet (and the notes thereto) included in the ordinary and usual course of business and consistent with past practice since December 31, 1998Solera Audited Financial Statements, (ii) Company Liabilities incurred in the Ordinary Course of Business since March 31, 2021 (none of which results from, arises out of, or was caused by any breach of warranty, breach of Contract or infringement or violation of Law), (iii) incurred in connection with or as a result of the transactions or agreements contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award havingAgreement, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed (iv) in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or connection with any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its SubsidiariesPermitted Lien.

Litigation and Liabilities. (i) Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 Section 5.1(g)(i) of the Company Disclosure ScheduleSchedule or the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "1996 Annual Report"), there are no (a) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings or investigations (pending or, to the knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers Knowledge of the Company, threatened against or affecting, the Company or any of its Subsidiaries or any other facts or circumstances which to the Knowledge of their respective properties before the Company are reasonably likely to result in any Governmental Entity such suits, claims, hearings, investigations or otherwise that (i) proceedings other than such suits, claims, hearings, investigations or proceedings that, individually or in the aggregate would be expected to have a Company Material Adverse Effectaggregate, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities"), except (i) Company Liabilities incurred in the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result of the transactions contemplated by this Agreement and (iii) Company Liabilities that would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company, its Subsidiaries nor any of their respective properties is subject to any order, writ, judgment, injunction, decree, determination or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the transactions contemplated hereby. Except as disclosed in the Company Reports, there There are no pending orjudgments, to the knowledge decrees, injunctions, rules or orders of the Responsible Executive Officers of the Company, threatened claims for indemnification by any Governmental Entity outstanding against the Company or any of its Subsidiaries other than such judgments, decrees, injunctions, rules or orders that, individually or in favor the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (ii) There are no liabilities or obligations, whether accrued, absolute, fixed, contingent or otherwise, of directorsthe Company and its Subsidiaries as of the date hereof that would be required to be reflected on a balance sheet prepared in accordance with U.S. GAAP that are not so reflected on the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, officers1997, employees except such liabilities or obligations that are described in Section 5.1(g)(ii) of the Company Disclosure Schedule or such liabilities or obligations which (when considered net of any associated financial benefit or asset of the Company or such Subsidiary created or arising in connection therewith) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For the avoidance of doubt, the representation and agents warranty in this Section 5.1(g)(ii) shall not be deemed to include any representation or warranty as to the amount or quality of any assets of the Company or any of its SubsidiariesSubsidiaries (including any receivables or residuals) or the lack of any impairment thereof. (iii) Except as set forth in Section 5.1(g)(iii) of the Company Disclosure Schedule or in the 1996 Annual Report, neither the Company nor any of its Subsidiaries has any indebtedness, obligation or liability of any kind relating to forward commodity contracts, commodity futures and options, currency futures and options, stock index futures and options, or interest rate swaps, options, caps, collars or floors, or any hybrids of the foregoing derivative products (collectively "Derivatives"), in each case which is material to the Company and its Subsidiaries taken as a whole. Section 5.1(g)(iii) of the Company Disclosure Schedule sets forth as to each Derivative (A) the applicable notional amount, (B) the aggregate credit exposure of the Company or its Subsidiary, as the case may be, (C) the existence of any netting arrangements and (D) the counterparties.

Litigation and Liabilities. Except as disclosed in the Company Reports or in the Public Announcements filed or made prior to the date hereof or as set forth in section 4.8 of the Company Disclosure Schedule, there are no (a) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings or investigations (pending or, to the knowledge Knowledge of the Responsible Executive Officers of the Company, any basis for any person to assert any claim reasonably likely to result in liability or any other adverse determination) pending against, or to the knowledge of the Responsible Executive Officers of the CompanyMPLX Parties, threatened in writing against or affecting, the Company or any of its Subsidiaries MPLX Parties or any of their respective properties before any Governmental Entity or otherwise that (i) individually or in Subsidiaries which, to the aggregate would be expected to have a Company Material Adverse EffectKnowledge of the MPLX Parties, (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or (iii) alleges criminal action or inaction or (b) liabilities, debts, claims or obligations of any nature on the date of this Agreement, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP on the date hereof, and there is no existing condition or set of circumstances that would reasonably be expected to result in such a liability ("Company Liabilities")any claims against, or obligations or liabilities of, the MPLX Parties or any of their Subsidiaries, except (i) Company Liabilities incurred in for those that would not have a MPLX Material Adverse Effect or would not reasonably be expected to prevent, materially delay or materially impair the ordinary and usual course of business and consistent with past practice since December 31, 1998, (ii) Company Liabilities incurred in connection with or as a result consummation of the transactions contemplated by this Agreement Agreement. Neither the MPLX Parties nor any of their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that would have a MPLX Material Adverse Effect. (b) Except for obligations and liabilities (i) reflected or reserved against in MPLX’s consolidated balance sheets (and the notes thereto) included in the MPLX SEC Reports filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business since the MPLX Balance Sheet Date and (iii) Company Liabilities that arising or incurred in connection with the Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the MPLX Parties or any of their Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as would not reasonably be expected to have a Company MPLX Material Adverse Effect. As . (c) This Section 6.7 shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the MPLX Parties or any of the date hereof, neither the Company, its their Subsidiaries nor or any of their respective properties is subject directors to any orderthe extent arising out of this Agreement, writ, judgment, injunction, decree, determination the Merger or award having, or that would reasonably be expected to have, a Company Material Adverse Effect or that would prevent or delay the consummation of the other transactions contemplated hereby. Except as disclosed in the Company Reports, there are no pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened claims for indemnification by the Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Company or any of its Subsidiariesthis Agreement.