Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or (ii) except as 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 for obligations or liabilities incurred in the ordinary course of business since December 31, 2011, obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances that, to the knowledge of the Company, could reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Law, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, decision, writ, injunction, decree, stipulation or legal or arbitration award of, or promulgated or issued by or with (or settlement or consent agreement subject to) any Governmental Entity (collectively, “Orders”).

Litigation and Liabilities. There (a) As of the date of this Agreement, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings Proceedings pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or assets that involves an amount in controversy in excess of $1,000,000 or that would, individually or in the aggregate, have a Company Material Adverse Effect. (iib) except as 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 for obligations or liabilities Agreement, (ii) incurred in the ordinary course Ordinary Course since the date of business since December 31such consolidated balance sheets, 2011or (iii) incurred in connection with this Agreement, there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, disclosed or any other facts or circumstances that, to the knowledge of the Company, could would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Law, except for those thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect. . (c) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, decision, writ, injunction, decree, stipulation decree or legal or arbitration award of, or promulgated or issued by or with (or settlement or consent agreement subject to) of any Governmental Entity (collectivelythat is material to the Company and its Subsidiaries, “Orders”)taken as a whole.

Litigation and Liabilities. There Except as set forth in Section 5.1(g) of the Company Disclosure Letter, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (ii) except as 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 for obligations or liabilities incurred in the ordinary course of business since December 31, 2011, obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise otherwise, and whether or not required to be disclosed, disclosed in a Company Report or any other facts or circumstances that, known to the knowledge of the Company, Company that could reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Lawenvironmental and occupational safety and health matters, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, decision, writ, injunction, decree, stipulation decree or legal or arbitration award of, or promulgated or issued by or with (or settlement or consent agreement subject to) of any Governmental Entity (collectivelywhich, “Orders”)individually or in the aggregate, have had, or would reasonably be expected to have, a Company Material Adverse Effect.

Litigation and Liabilities. There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries or (ii) except as 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 for obligations or liabilities incurred in the ordinary course of business since December 31, 2011, obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances that, to the knowledge of the Company, could which would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Law, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Neither neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, decision, writ, injunction, decree, stipulation decree or legal or arbitration award of, or promulgated or issued by or with (or settlement or consent agreement subject to) of any Governmental Entity Entity, except in each case for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, known or unknown, asserted or unasserted, absolute, determined, determinable or otherwise, and whether or not accrued, that would be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, other than: (collectivelyi) 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 the date of the most recent balance sheet included in the Company Reports; (iii) liabilities or obligations incurred in connection with the Transactions; and (iv) liabilities or obligations that would not, “Orders”)individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Litigation and Liabilities. There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations suits or other proceedings pending against the Company or any of its Subsidiaries or, to the knowledge of the Company's knowledge, threatened against the Company or any of its Subsidiaries Subsidiaries, at law or (ii) except as reflected in equity, or reserved against before or by any federal, state or foreign commission, court, board, bureau, agency or instrumentality, other than those that would not have or reasonably be expected to have, individually or in the Company’s consolidated balance sheets (and aggregate, a Company Material Adverse Effect. There are no outstanding judgments, decrees, injunctions, awards or orders against the notes thereto) included Company or any of its Subsidiaries, other than those that would not have or reasonably be expected to have, individually or in the aggregate, a Company Reports filed prior to the date of this Agreement and for Material Adverse Effect. There are no obligations or liabilities incurred in the ordinary course of business since December 31any nature, 2011whether accrued, obligations absolute, contingent or liabilities otherwise, of the Company or any of its Subsidiaries, whether other than those liabilities and obligations (a) that are disclosed in the Company Reports, (b) that have been incurred in the ordinary course of business since September 30, 2002, (c) related to expenses associated with the transactions contemplated by this Agreement or (d) that would not accrued, contingent have or otherwise and whether or not required to be disclosed, or any other facts or circumstances that, to the knowledge of the Company, could reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Law, except for those thathave, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, decision, writ, injunction, decree, stipulation or legal or arbitration award of, or promulgated or issued by or with (or settlement or consent agreement subject to) any Governmental Entity (collectively, “Orders”).

Litigation and Liabilities. There are Except as disclosed in the Company SEC Documents and except as set forth in Item 4.13 of the Company Letter or otherwise disclosed in writing to Parent, (a) there is no suit, action, arbitration, investigation, claim, proceeding or audit (i"Litigation") civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the best knowledge of the Company, threatened against the Company or any of its Subsidiaries Subsidiaries, nor is there any judgment, decree, writ, award, injunction, rule or (ii) except as reflected or reserved order of any Governmental Entity outstanding 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 for obligations or liabilities incurred in the ordinary course of business since December 31, 2011, obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances that, to the knowledge of the Company, could Subsidiaries that are reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Law, except for those thatlikely, individually or in the aggregate, to have not had a Materially Adverse Effect; (b) there are no obligations or liabilities, contingent, absolute, determined, determinable or otherwise, including, without limitation, those relating to environmental and would not occupational safety and health matters, that are reasonably likely, individually or in the aggregate, to have a Materially Adverse Effect and (c) as of the date hereof, no facts are known to the executive officers or directors of the Company on the date hereof that could reasonably be expected to have, a Material Adverse Effect. Neither form the basis for valid claims as to which rights to indemnification and advancement of expenses to the executive officers or directors of the Company nor or any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, decision, writ, injunction, decree, stipulation or legal or arbitration award of, or promulgated or issued by or with (or settlement or consent agreement subject to) any Governmental Entity (collectively, “Orders”)Subsidiary would be applicable.

Litigation and Liabilities. There Except as set forth in Section 5.1(g) of the Xxxxxx Disclosure Letter, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the knowledge of the CompanyXxxxxx’x knowledge, threatened against the Company Xxxxxx or any of its Subsidiaries Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Xxxxxx Material Adverse Effect or (ii) except as 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 for obligations or liabilities incurred in the ordinary course of business since December 31, 2011, obligations or liabilities of the Company Xxxxxx or any of its Subsidiaries, whether or not accrued, contingent or otherwise otherwise, and whether or not required to be disclosed, disclosed in a Xxxxxx SEC Report or any other facts or circumstances that, known to the knowledge of the Company, Xxxxxx that could reasonably be expected to result in any claims against, or obligations or liabilities of, the Company Xxxxxx or any of its Subsidiaries, including those relating to matters involving any Environmental Lawenvironmental and occupational safety and health matters, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Xxxxxx Material Adverse Effect. Neither the Company Xxxxxx nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, decision, writ, injunction, decree, stipulation decree or legal or arbitration award of, or promulgated or issued by or with (or settlement or consent agreement subject to) of any Governmental Entity (collectivelywhich, “Orders”)individually or in the aggregate, have had, or would reasonably be expected to have, a Xxxxxx Material Adverse Effect.

Litigation and Liabilities. (a) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings Proceedings pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries or (ii) any present or former officer, director or employee, in their capacities as such, of the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (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 for obligations or liabilities Agreement, (ii) incurred in the ordinary course of business Ordinary Course since December October 31, 20112017, or (iii) incurred in connection with this Agreement, there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances that, to the knowledge of the Company, could reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Lawotherwise, except for those thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Material Adverse Effect. Neither . (c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgmentGovernmental Order that restricts in any material respect the manner in which the Company and its Subsidiaries conduct their businesses, orderthat otherwise is material to the Company and its Subsidiaries, decision, writ, injunction, decree, stipulation or legal or arbitration award oftaken as a whole, or promulgated that would, individually or issued by in the aggregate, reasonably be expected to prevent or with (materially delay or settlement or consent agreement subject to) any Governmental Entity (collectively, “Orders”)impair the consummation of the Transactions.

Litigation and Liabilities. (a) There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, audits, inquiries, investigations or other proceedings pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries or (ii) except as 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 for obligations or liabilities incurred in the ordinary course of business since December 31, 2011, obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances that, to the knowledge of the Company, could reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including except those relating to matters involving any Environmental Law, except for those that, individually or in the aggregate, that have not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither . (b) None of the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgmentOrder specifically imposed upon the Company or any of its Subsidiaries except any such Order that has not had or would not reasonably be expected to have, orderindividually or in the aggregate, decisiona Company Material Adverse Effect. (c) Neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, writabsolute, injunctioncontingent or otherwise) that would be required to be reflected or reserved against on a consolidated statement of financial position of the Company and its consolidated Subsidiaries prepared in accordance with GAAP or the notes thereto, decreeother than liabilities and obligations (i) set forth or as reflected or reserved against in the Company Financial Statements filed prior to the date of this Agreement, stipulation (ii) incurred in the ordinary course of business since the Applicable Date, (iii) as permitted or legal contemplated by this Agreement or arbitration award of(iv) that would not reasonably be expected to have, individually or promulgated or issued by or with (or settlement or consent agreement subject to) any Governmental Entity (collectivelyin the aggregate, “Orders”)a Company Material Adverse Effect.