Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. (i) There are no 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 that, individually or in the aggregate, has or are reasonably likely 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, settlement, writ, injunction, decree or award of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, has or is reasonably likely to 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) required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries, other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2013, (C) 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.

Litigation and Liabilities. (ia) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings Proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company, except for those that (i) do not constitute a Company or any of its Subsidiaries thatMaterial Adverse Effect and (ii) would not, individually or in the aggregate, has reasonably be expected to prevent or are reasonably likely to have a Company Material Adverse Effect. Neither materially delay or impair the ability of the Company nor any of its Subsidiaries to consummate the Merger and the other transactions contemplated by this Agreement. The Company is not a party to or subject to the provisions of any judgment, order, settlement, writ, injunction, decree Order that (i) constitutes a Company Material Adverse Effect or award of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which(ii) would, individually or in the aggregate, has reasonably be expected to prevent or is reasonably likely materially delay or impair the ability of the Company to have a Company Material Adverse Effectconsummate the Merger and the other transactions contemplated by this Agreement. (iib) Neither Except as reflected or reserved against in the Company’s most recent balance sheet (including the related notes and schedules) included in the Company nor any Reports filed prior to the date hereof and for obligations or liabilities incurred in the ordinary course of its Subsidiaries has business consistent with past practice since the date of such balance sheet, the Company does not have any liabilities or obligations of any nature (whether accrued, absolute, matured, unmatured, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its SubsidiariesCompany, other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2013, (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, or (D) except for those that are not, individually or in the aggregate, reasonably likely to have do not constitute a Company Material Adverse Effect.

Litigation and Liabilities. (ia) There Except as set forth in Company Reports, there are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings Proceedings pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries thatproperties or assets, except as would not, individually or in the aggregate, has or are reasonably likely 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, settlement, writ, injunction, decree or award of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, has or is reasonably likely be expected to have a Company Material Adverse Effect. (iib) Neither the Company nor any of its Subsidiaries has any Except for obligations and liabilities (i) reflected or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries, other than liabilities and obligations (A) set forth reserved against in the Company’s consolidated balance sheet statements of financial position (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, or (Bii) incurred in the ordinary course of business Ordinary Course since December 31, 20132017, the Company has not incurred any liabilities or obligations (C) incurred in connection with the Merger whether absolute, accrued, contingent or otherwise and whether due or to become due and including any other transaction off-balance sheet financings, loans, indebtedness, make-whole or agreement contemplated by this Agreement, similar liabilities or (Dobligations) that are would be required by GAAP to be reflected on a consolidated balance sheet of the Company (or the notes thereto), except as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. (c) As of the date of this Agreement, neither the Company nor any of its properties or assets is party or subject to, or affected by, the provisions of any material judgment, order, writ, injunction, stipulation, ruling, determination, decree or award of any Governmental Entity except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) Notwithstanding anything contained in this Section 5.7, no representation or warranty shall be deemed to be made in this Section 5.7 in respect of environmental matters.

Litigation and Liabilities. (i) There are no Except as set forth on Section 3.1(g)(i) to the Company Disclosure Letter, since December 31, 2019, there have not been any civil, criminal or administrative actions, suits, claims, hearings, charges, complaints, mediations, arbitrations, investigations or other proceedings (collectively, “Actions”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries thatSubsidiaries, which, individually or in the aggregate, has or are is reasonably likely to have a Company Material Adverse EffectChange. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, settlement, writ, injunction, decree or award Order of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, has or is reasonably likely to have a Company Material Adverse EffectChange. (ii) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its SubsidiariesSubsidiaries or in the notes thereto, other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) as of June 30, 2021 included in the Company Reports filed prior to the date of this AgreementReports, (B) incurred in the ordinary course of business since December 31June 30, 20132021 (none of which relate to breach of Contract, breach or warranty, tort, infringement or violation of applicable Laws), (C) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, Agreement or (D) that are notthat, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse EffectChange.

Litigation and Liabilities. (ia) There are no civil, criminal or administrative actions, suits, litigations, claims, hearings, arbitrationsarbitrations or proceedings (each, investigations or other proceedings a “Proceeding”) pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries thatSubsidiaries, except those that would not reasonably be expected to have, individually or in the aggregate, has or are reasonably likely to have a Company Material Adverse Effect. . (b) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, settlement, writ, injunction, decree or award of any Governmental Entity Order specifically imposed upon the Company or any of its Subsidiaries whichexcept any such Order that would not reasonably be expected to have, individually or in the aggregate, has or is reasonably likely to have a Company Material Adverse Effect. (iic) Neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth reflected or reserved against on a consolidated balance sheet of the Company and its Subsidiariesconsolidated Subsidiaries prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations (Ai) set forth in the Company’s consolidated balance sheet (and the notes thereto) included or as reflected or reserved against in the Company Reports Financial Statements filed prior to the date of this Agreement, (Bii) incurred in the ordinary course of business since December 31, 20132019, (Ciii) incurred in connection with the Merger as permitted or any other transaction or agreement contemplated by this Agreement, Agreement or (Div) that are notwould not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Litigation and Liabilities. (i) There are no 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 thatSubsidiaries, which individually or in the aggregate, has or are is reasonably likely to have a Company Material Adverse Effect. Neither . (ii) None of the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, settlement, writ, injunction, decree or award of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, has or is reasonably likely to have a Company Material Adverse Effect. (iiiii) 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 by GAAP to be set forth on reflected or reserved against in a consolidated balance sheet of the Company and its Subsidiaries, prepared in accordance with GAAP or the notes thereto other than liabilities and obligations (A) set forth or reflected or reserved against in the Company’s consolidated balance sheet (and sheets or disclosed in the notes thereto) thereto included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 20132010, (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.

Litigation and Liabilities. (i) There As of the date of this Agreement, there are no 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 Subsidiaries, or any executive officer or director that, individually or in the aggregate, has or are would reasonably likely 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, settlement, writ, injunction, decree or award of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries which, individually or in the aggregate, has or is would reasonably likely be expected to have a Company Material Adverse Effect. (ii) Neither the The Company nor any of its Subsidiaries has does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its SubsidiariesCompany, other than liabilities and obligations (A) set forth in the Company’s consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement, (B) incurred in the ordinary course of business since December 31, 2013, (C) incurred in connection with the Offer, 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.