Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. (a) Except as expressly disclosed in the Parent’s Annual Report for the fiscal year ended December 31, 2011 or as disclosed in Section 5.9 of the Parent Disclosure Letter, as of the Signing Date, (i) there is no Action pending or, to the Parent’s Knowledge, Threatened against any Parent Entity, any Parent Entity’s properties or assets, or any Parent Entity’s officers, directors, or managers (in their capacities as such), (ii) there is no Action pending or, to the Parent’s Knowledge, Threatened that seeks to restrain, enjoin, alter, or delay the consummation of the Merger or any of the Transactions, (iii) there are no Orders against or binding upon any Parent Entity or any Parent Entity’s officers, directors, or managers (in their capacities as such), and (iv) there is no Action that any Parent Entity has pending against other Persons. (b) As of the Signing Date, no Parent Entity is in material violation of any applicable Law or Permit relating to its business or the ownership or operation of any of its assets, and no notices, charges, claims, or actions have been received by any Parent Entity or been filed, commenced, or to the Parent’s Knowledge, Threatened against any Parent Entity alleging any material violation of such Laws or Permits. (c) Each Parent Entity holds all Permits necessary for the ownership, leasing, operation, occupancy, and use of the real property that such Parent Entity owns or leases, such Parent Entity’s assets, and the conduct of such Parent Entity business as currently conducted (collectively, “Parent Permits”). No Parent Entity has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business. The execution, delivery, and performance hereof and the consummation of the Merger or any Transactions do not and will not violate any material Parent Permit, or result in any termination, modification, or nonrenewal thereof.

Litigation; Compliance with Law. (a) Except as expressly disclosed in the Parent’s Annual Report for the fiscal year ended December 31, 2011 or as disclosed set forth in Section 5.9 4.10(a) of the Parent Company Disclosure Letter, as of the Signing Date, (i) there is no Action pending or, to the Parent’s Knowledge, Threatened against any Parent Company Entity, any Parent Company Entity’s properties or assets, or any Parent Company Entity’s officers, directors, officers or managers directors (in their capacities as such), (ii) there are no Orders against or binding upon any Company Entity or any Company Entity’s officers or directors (in their capacities as such), and (iii) there is no Action that any Company Entity has pending against other Persons. As of the Signing Date, to the Company’s Knowledge, there is no Action Threatened against any Company Entity, any Company Entity’s properties or assets, or any Company Entity’s officers or directors (in their capacities as such). As of the Signing Date, there is no Action pending or, to the ParentCompany’s Knowledge, Threatened that seeks to restrain, enjoin, alter, or delay the consummation of the Merger or any of the Transactions, (iii) there are no Orders against or binding upon any Parent Entity or any Parent Entity’s officers, directors, or managers (in their capacities as such), and (iv) there is no Action that any Parent Entity has pending against other Persons. (b) As of the Signing Date, no Parent Company Entity is in material violation of any applicable Law or Permit relating to its business or the ownership or operation of any of its assets, and no notices, charges, claims, or actions have been received by any Parent Company Entity or been filed, commenced, or or, to the ParentCompany’s Knowledge, Threatened against any Parent Company Entity alleging any material violation of such Laws or Permits. (c) Each Parent Company Entity holds all Permits necessary for the ownership, leasing, operation, occupancy, and use of the real property Leased Real Property that such Parent Company Entity owns or leases, such Parent Company Entity’s assets, and the conduct of such Parent Company Entity business as currently conducted (collectively, “Parent Company Permits”). No Parent As of the Signing Date, no Company Entity has received notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business. The execution, delivery, and performance hereof and the consummation of the Merger or any Transactions do not and will not violate any material Parent Company Permit, or result in any termination, modification, or nonrenewal thereof.

Litigation; Compliance with Law. (a) Except as expressly disclosed in the Parent’s Annual Report for the fiscal year ended December 31, 2011 or as disclosed in Section 5.9 of the Parent Disclosure Letter, as of the Signing DateSpecified Company SEC Documents, (i) there is no Action Litigation pending or, to the Parent’s Knowledgeknowledge of the Company, Threatened against threatened in writing against, relating to or naming as a party thereto the Company or any Parent Entityof its Subsidiaries, any Parent Entity’s of their respective properties or assets, assets or any Parent Entityof the Company’s officers, directors, officers or managers directors (in their capacities as such), (ii) there is no Action pending oragreement, to order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon the Parent’s KnowledgeCompany, Threatened that seeks to restrain, enjoin, alter, or delay the consummation any of the Merger its Subsidiaries or any of the Transactions, (iii) there are no Orders against Company’s officers or binding upon any Parent Entity or any Parent Entity’s officers, directors, or managers directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on the Company, and (iviii) there is no Action Litigation that the Company or any Parent Entity of its Subsidiaries has pending against other Personsparties, where such Litigation is intended to enforce or preserve material rights of the Company or any of its Subsidiaries. (b) As Each of the Signing DateCompany and its Subsidiaries has complied, no Parent Entity and is in compliance, in all material violation respects with all Laws and Permits which affect the respective businesses of any applicable Law the Company or Permit relating to its business or the ownership or operation of any of its assetsSubsidiaries, the Company Real Property and/or the Company Assets, and no noticesthe Company and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, chargescharge, claims, claim or actions have action has been received by the Company or any Parent Entity of its Subsidiaries or been filed, commenced, or to the Parent’s Knowledgeknowledge of the Company, Threatened threatened against the Company or any Parent Entity of its Subsidiaries alleging any material violation of such Laws or Permitsthe foregoing. (c) Each Parent Entity holds The Company and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy, occupancy and use of the real property that such Parent Entity owns or leasesCompany Real Property, such Parent Entity’s assets, the Company Assets and the conduct of such Parent Entity business their respective businesses as currently conducted (collectively, “Parent Company Permits”), except where the failure to hold such Company Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. No Parent Entity Neither the Company nor any of its Subsidiaries has received notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. The execution, delivery, delivery and performance hereof of this Agreement and the consummation of the Merger or any Transactions other transactions contemplated hereby do not and will not violate any material Parent Company Permit, or result in any termination, modification, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. (d) This Section 3.10 does not relate to matters with respect to (i) Company Plans, ERISA and other employee benefit matters (which are the subject of Section 3.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 3.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 3.14), and (iv) labor matters (which are the subject of Section 3.17).

Litigation; Compliance with Law. (a) Except as expressly disclosed in the Parent’s Annual Report for the fiscal year ended December 31, 2011 or as disclosed in Section 5.9 of the Parent Disclosure Letter, as of the Signing DateSpecified Company SEC Documents, (i) there is no Action Litigation pending or, to the Parent’s Knowledgeknowledge of the Company, Threatened against threatened in writing against, relating to or naming as a party thereto the Company or any Parent Entityof its Subsidiaries, any Parent Entity’s of their respective properties or assets, assets or any Parent Entity’s officers, directors, of the Company's officers or managers directors (in their capacities as such), (ii) there is no Action pending oragreement, to order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon the Parent’s KnowledgeCompany, Threatened that seeks to restrain, enjoin, alter, or delay the consummation any of the Merger its Subsidiaries or any of the Transactions, (iii) there are no Orders against Company's officers or binding upon any Parent Entity or any Parent Entity’s officers, directors, or managers directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on the Company, and (iviii) there is no Action Litigation that the Company or any Parent Entity of its Subsidiaries has pending against other Personsparties, where such Litigation is intended to enforce or preserve material rights of the Company or any of its Subsidiaries. (b) As Each of the Signing DateCompany and its Subsidiaries has complied, no Parent Entity and is in compliance, in all material violation respects with all Laws and Permits which affect the respective businesses of any applicable Law the Company or Permit relating to its business or the ownership or operation of any of its assetsSubsidiaries, the Company Real Property and/or the Company Assets, and no noticesthe Company and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, chargescharge, claims, claim or actions have action has been received by the Company or any Parent Entity of its Subsidiaries or been filed, commenced, or to the Parent’s Knowledgeknowledge of the Company, Threatened threatened against the Company or any Parent Entity of its Subsidiaries alleging any material violation of such Laws or Permitsthe foregoing. (c) Each Parent Entity holds The Company and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy, occupancy and use of the real property that such Parent Entity owns or leasesCompany Real Property, such Parent Entity’s assets, the Company Assets and the conduct of such Parent Entity business their respective businesses as currently conducted (collectively"Company Permits"), “Parent Permits”)except where the failure to hold such Company Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. No Parent Entity Neither the Company nor any of its Subsidiaries has received notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. The execution, delivery, delivery and performance hereof of this Agreement and the consummation of the Merger or any Transactions other transactions contemplated hereby do not and will not violate any material Parent Company Permit, or result in any termination, modification, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. (d) This Section 3.10 does not relate to matters with respect to (i) Company Plans, ERISA and other employee benefit matters (which are the subject of Section 3.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 3.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 3.14), and (iv) labor matters (which are the subject of Section 3.17).

Litigation; Compliance with Law. (a) Except as expressly disclosed in the Parent’s Annual Report for the fiscal year ended December 31, 2011 or as disclosed in Section 5.9 Schedule 4.5(a) of the Parent Disclosure LetterStatement contains a true, as complete and correct list of the Signing Dateall actions, suits, proceedings (i) there is no Action including, without limitation, all arbitrations and alternative dispute resolution proceedings), or governmental investigations pending or, to the Parent’s Knowledgebest knowledge of the Shareholders, Threatened threatened against the Company or any Parent Entity, any Parent Entity’s of its properties or assets or any of the Company's officers, directors or employees or the Shareholders which in any way arises out of or relates to the Business or any of the Company's assets, or in each case, at any Parent Entity’s officerstime during the last three (3) years. Except as set forth in Schedule 4.5(a) of the Disclosure Statement, directors, or managers (in their capacities as such), (ii) there is no Action claim, action, suit, proceeding (including, without limitation, all arbitrations and alternative dispute resolution proceedings) or governmental investigation before any court, arbitrator or Governmental Entity or Regulatory Authority pending or, to the Parent’s Knowledge, Threatened that seeks to restrain, enjoin, alter, or delay the consummation best knowledge of the Merger Shareholders, threatened against the Company or the Shareholders or which relates to or arises out of the Business or any Legal Requirement relating to the Business, the Company's relationships with any of its customers or the Transactionstransactions contemplated by this Agreement, nor does the Company or the Shareholders have any knowledge of any reasonably likely basis or set of circumstances for any such action, suit, proceeding, claim or investigation: (i) the result of which could materially and adversely affect the Business, the Company's relationships with any of its customers or the transactions contemplated hereby; (ii) questions the validity of this Agreement; (iii) there are no Orders against or binding upon any Parent Entity or any Parent Entity’s officers, directors, or managers (in their capacities as such), and could impair the ability of the Shareholders to consummate the transactions contemplated hereby; (iv) there is no Action that could adversely affect and impact MergerCo's rights to, or enjoyment of, the Company's assets and the Business following the Closing; or (v) seeks to delay, prohibit, or restrict in any Parent Entity manner any action contemplated hereby. Neither Shareholder has pending any claims of any nature against the Company or any Company Subsidiary, other Personsthan as disclosed in this Agreement or the Disclosure Statement and except for the obligations of MergerCo set forth in the Holland Employment Agreement and the Eyer Employment Agreement. (b) As Except as set forth on Schedule 4.5(b) of the Signing DateDisclosure Statement, no Parent Entity none of the Company's assets or the Company or any of the Company's officers, directors or employees or the Shareholders, in each case with respect to the Business or the Company's assets, is subject or a party to, or bound by or otherwise affected by, any judgment, order, decree, restraint or other directive of or stipulation with any court or other Governmental or Regulatory Authority or tribunal, or in material violation of any applicable Law or Permit relating to its business or other Legal Requirement, and the ownership or operation Shareholders have no knowledge of any reasonable basis for a claim that such a violation exists. The Shareholders are not aware of its any proposed Legal Requirement that might affect any of the operations or prospects of the Business or any of the Company's assets, and no notices, charges, claims, or actions have been received by any Parent Entity or been filed, commenced, or to the Parent’s Knowledge, Threatened against any Parent Entity alleging any material violation of such Laws or Permits. (c) Each Parent Entity holds The Shareholders have furnished, or have caused the Company to furnish, to MergerCo true, correct and complete copies of (i) all Permits necessary pleadings in, and material correspondence with respect to, the actions, suits, proceedings, claims or governmental investigations set forth on Schedule 4.5(a) of the Disclosure Statement, (ii) responses to accountant audit inquiry letters from attorneys with respect to the Company since 2002; and (iii) insurance company loss run reports indicating the claim experience of the Company in respect of personal injury, worker's compensation, general liability, errors and omissions and automobile liability claims for the ownershipperiod during the three (3) years preceding the Closing Date. (d) Neither the Company nor the Shareholders are in violation of any federal, leasingstate or local statute, operationlaw, occupancyregulation, and use ordinance or administrative order affecting the operation of the real property that such Parent Entity owns or leases, such Parent Entity’s assets, and the conduct of such Parent Entity business as currently conducted (collectively, “Parent Permits”)Business. No Parent Entity has received notice that complaints have been filed with any Parent Permit will be terminated Governmental Agency or modified or cannot be renewed in the ordinary course of business. The execution, delivery, and performance hereof and the consummation of the Merger or any Transactions do not and will not violate any material Parent PermitRegulatory Authority, or result threatened in writing, against the Company or its Affiliates of either Shareholder within the past thirty-six (36) months. Neither the Company nor the Shareholders have received any terminationwritten or oral notice or demand relating to a violation or claimed violation under any applicable federal, modificationstate or local laws, rules, ordinances, policies or nonrenewal thereofregulations. (e) For purposes of this Section 4.5, references to the "Company" shall be deemed to include each Company Subsidiary.