Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company's knowledge, threatened against the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry pending or, to the best of the Company's knowledge, threatened against the Company (including without limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), which, alone or in the aggregate, is reasonably expected to have a Material Adverse Effect. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage to its business, financial condition, operations, property or affairs except such exposure which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations except such noncompliance which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business.

Litigation; Compliance with Law. There is no (a) Except as disclosed in the Specified Company SEC Documents and except for any of the items or matters covered by the following clauses (i), (ii) and (iii), that, individually or in the aggregate, has not had, or would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, (i) action, suit, claim, proceeding or investigation there is no Litigation pending or, to the best Knowledge of the Company, threatened in writing against, relating to or naming as a party thereto the Company or any of its Subsidiaries, any of their respective properties or assets or any of the Company's knowledge, threatened against the Company, at law officers or directors (in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreigntheir capacities as such), (ii) arbitration proceeding relating to there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon the Company pending under collective bargaining agreements Company, any of its Subsidiaries or otherwise or (iii) governmental inquiry pending or, to the best any of the Company's knowledgeofficers or directors (in their capacities as such), and (iii) there is no Litigation that the Company or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve rights of the Company or any of its Subsidiaries. (b) Each of the Company and its Subsidiaries has complied, and is in compliance with all Laws and Permits which affect the respective businesses of the Company or any of its Subsidiaries, the Company Real Property and/or the Company Assets, and the Company and its Subsidiaries have not been and are not in violation of any such Law or Permit; nor has any notice, charge, claim or action been received by the Company or any of its Subsidiaries or been filed, commenced, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging any violation of the foregoing, except in each case for any such noncompliance or violation that has been resolved in all material respects or that 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. (including without limitation any inquiry as to c) The Company and its Subsidiaries hold all Permits necessary for the qualification ownership, leasing, operation, occupancy and use of the Company Real Property, the Company Assets and the conduct of their respective businesses as currently conducted ("Company Permits"), except where the failure to hold or receive any license or permit), which, alone such Company Permits individually or in the aggregateaggregate has not had, is and would not be reasonably expected likely to have or result in, a Material Adverse EffectEffect on the Company. The Neither the Company nor any of its Subsidiaries has received notice that any Company Permit will be terminated or modified or cannot received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage to its business, financial condition, operations, property or affairs except such exposure which, alone or be renewed in the aggregate, is not reasonably expected to have a Material Adverse Effect. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company ordinary course of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and no Knowledge of any reasonable basis for any such termination, modification or nonrenewal, in compliance with the terms of all each case except for any such permitsterminations, licenses and other authorizations except such noncompliance which, alone modifications or nonrenewals that individually or in the aggregateaggregate have not had, is and would not be reasonably expected likely to have or result in, a Material Adverse EffectEffect on the Company. There is no existing lawThe execution, ruledelivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Company Permit, regulation or orderresult in any termination, 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 the Company after due inquiry is would not aware of any proposed law, rule, regulation be reasonably likely to have or order, whether Federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company result in, conducting its business in any jurisdiction 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 it is now conducting businessare 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. Except as set forth on Schedule 4.13: (a) There is no (i) action, suit, claim, proceeding or investigation Proceeding pending or, to the best APL Parties’ Knowledge, threatened (i) against or affecting any of the Company's knowledgeSubject Entities, threatened against the CompanyAppalachian Assets, the Appalachian Business or any of the operations of the APL Parties’ related thereto or (ii) that (A) questions or involves the validity or enforceability of any obligations of APL or any of its Affiliates under this Agreement or any of the Transaction Documents to which any such entity is a party or (B) seeks (or reasonably might be expected to seek) (x) to prevent or delay the consummation by the APL or any of its Affiliates of the transactions contemplated by this Agreement or any of the Transaction Documents to which APL or any of its Affiliates is party or (y) Liabilities in connection with any such consummation. (b) There are no judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against or before affecting any of the Subject Entities, the Appalachian Assets, the Appalachian Business or by any Federalof the operations of the APL or any of its Affiliates related thereto. (c) None of the Subjects Entities nor, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding in connection with operations relating to the Company pending Appalachian Assets or the Appalachian Business, any of the APL or any of its Affiliates is in violation of or in default under collective bargaining agreements any applicable Law, except for such violations or otherwise defaults as would not adversely affect the Appalachian Assets or (iii) governmental inquiry the Appalachian Business in a material manner. None of the Subject Entities nor, in connection with operations relating to the Appalachian Assets or the Appalachian Business, the APL Parties, nor to the APL Parties’ Knowledge any of APL’s Affiliates, have received any written communication from any Governmental Authority or any other Person that alleges that any of the Subject Entities or the Appalachian Assets or the Appalachian Business, as the case may be, may not be in compliance with, or may be subject to liability under, applicable Law. There are no investigations, proceedings, or reviews pending or, to the best APL Parties’ Knowledge, threatened by any Governmental Authority or other Person relating to any alleged violation of applicable Law by any of the Company's knowledge, threatened against the Company (including without limitation any inquiry as Subject Entities or arising out of or related to the qualification of Appalachian Assets or the Company Appalachian Business. (d) Nothing in this Section 4.13 shall be deemed to hold be a representation or receive any license or permit), which, alone or in the aggregate, is reasonably expected to have a Material Adverse Effect. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage to its business, financial condition, operations, property or affairs except such exposure which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. The Company is not in default warranty with respect to (i) any orderEnvironmental Law, writwhich matters are addressed only in Section 4.9 of this Agreement, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in (ii) compliance with either the terms of all such permits, licenses and other authorizations except such noncompliance which, alone Natural Gas Act or in the aggregate, is not reasonably expected to have a Material Adverse Effect. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or localNatural Gas Policy Act, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business matters are addressed only in any jurisdiction in which it is now conducting businessSection 4.19 of this Agreement.

Litigation; Compliance with Law. (i) There is no (i) action, suit, claim, proceeding or investigation Litigation pending or, to the best Knowledge of the Company's knowledge, threatened against against, relating to or naming as a party thereto the Company or any of its Subsidiaries, any of their respective properties or assets or any of the Company, at law ’s officers or directors (in their capacities as such) that individually or in equitythe aggregate has had, or before or by any Federalwould reasonably be expected to have, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreigna Company Material Adverse Effect, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry there is no Litigation pending or, to the best Knowledge of the Company's knowledge, threatened against against, relating to or naming as a party thereto the Company (including without limitation or any inquiry as of its Subsidiaries, which seeks to restrain, enjoin, alter or delay the qualification consummation of the Merger or any of the other transactions contemplated by this Agreement and (iii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon the Company, any of its Subsidiaries or any of the Company’s officers or directors (in their capacities as such) that would be reasonably expected to prevent, enjoin, alter or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement or that individually or in the aggregate has had, or would reasonably be expected to have, a Company to hold or receive any license or permit)Material Adverse Effect. (b) Except for matters that, which, alone individually or in the aggregate, is have not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries are, and since January 1, 2014, have been, in compliance with all applicable Laws and Company Permits. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposedExcept for matters that, from a legal standpoint, to any liability or disadvantage to its business, financial condition, operations, property or affairs except such exposure which, alone individually or in the aggregate, is have not had and would not reasonably be expected to have a Company Material Adverse Effect, there is no, and since January 1, 2014, there has been no, action, demand or investigation by or before any Governmental Entity pending or, to the Knowledge of the Company, threatened alleging that the Company or a Company Subsidiary is not in compliance with any applicable Law or Company Permit or which challenges or questions the validity of any rights of the holder of any Company Permit. (c) Without limiting the generality of Section 3.11(b) and mindful of the principles of the FCPA, neither the Company nor any of its Subsidiaries, nor, in any such case, to the Knowledge of the Company, any of their respective directors, officers, employees, accountants, auditors, consultants, legal counsel, advisors (including financial advisors), agents and other representatives (collectively, “Representatives”) (in each case acting in their capacities as such) has, since January 1, 2015, (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to the Company or any of its Subsidiaries, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to the Company or any of its Subsidiaries or (iii) taken any action that would be reasonably likely to subject the Company or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) The Company and its Subsidiaries hold all licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Company Real Property, the Company Assets and the conduct of their respective businesses as currently conducted (“Company Permits”), except for Company Permits under Environmental Laws (which are the subject of Section 3.16) and except where the failure to hold such Company Permits individually or in the aggregate has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon Neither the Company nor any of its Subsidiaries has received notice that any court material Company Permit will be terminated or of any Federal, state, municipal modified or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or cannot be renewed in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its ordinary course of business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations except such noncompliance which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware Knowledge of any proposed lawreasonable basis for any such termination, rule, regulation modification or order, whether Federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting businessnonrenewal.

Litigation; Compliance with Law. (a) (i) There is no (i) action, suit, claim, proceeding or investigation Litigation pending or, to the best Knowledge of the Company's knowledgeParent, threatened against the Companyagainst, at law relating to or naming as a party thereto Parent or any of its Subsidiaries, any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such) that individually or in equitythe aggregate has had, or before or by any Federalwould reasonably be expected to have, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreigna Parent Material Adverse Effect, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry there is no Litigation pending or, to the best Knowledge of Parent, threatened against, relating to or naming as a party thereto Parent or any of its Subsidiaries, which seeks to restrain, enjoin, alter or delay the consummation of the Company's knowledge, threatened against the Company (including without limitation Merger or any inquiry as to the qualification of the Company other transactions contemplated by this Agreement, and (iii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that would be reasonably expected to hold prevent, enjoin, alter or receive delay the consummation of the Merger or any license of the other transactions contemplated by this Agreement or permit)that individually or in the aggregate has had, whichor would reasonably be expected to have, alone a Parent Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, is have not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent and the Parent Subsidiaries are, and since January 1, 2014, have been, in compliance with all applicable Laws and Parent Permits. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposedExcept for matters that, from a legal standpoint, to any liability or disadvantage to its business, financial condition, operations, property or affairs except such exposure which, alone individually or in the aggregate, is have not had and would not reasonably be expected to have a Parent Material Adverse Effect, there is no, and since January 1, 2014, there has been no, action, demand or investigation by or before any Governmental Entity pending or, to the Knowledge of Parent, threatened alleging that Parent or a Parent Subsidiary is not in compliance with any applicable Law or Parent Permit or which challenges or questions the validity of any rights of the holder of any Parent Permit. (c) Without limiting the generality of Section 4.11(b) and mindful of the principles of the FCPA and the Corruption of Foreign Public Officials Act (Canada), neither Parent nor any of its Subsidiaries, nor, in any such case, to the Knowledge of Parent, any of their respective Representatives has, since January 1, 2015, (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to Parent or any of its Subsidiaries, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to Parent or any of its Subsidiaries or (iii) taken any action that would be reasonably likely to subject Parent or any of its Subsidiaries to liability or penalty under any and all Laws of any Governmental Entity. (d) Parent and its Subsidiaries hold all licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of Parent’s and the Parent Subsidiaries’ real property, assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except for Parent Permits under Environmental Laws (which are the subject of Section 4.16) and except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The Company is Neither Parent nor any of its Subsidiaries has received notice that any material Parent Permit will be terminated or modified or cannot in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or be renewed in the aggregateordinary course of business, are and except where such termination, modification or nonrenewal would not reasonably be expected to have a Parent Material Adverse Effect. There is , Parent has no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations except such noncompliance which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware Knowledge of any proposed lawreasonable basis for any such termination, rule, regulation modification or order, whether Federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting businessnonrenewal.

Litigation; Compliance with Law. (a) (i) There is no (i) action, suit, claim, proceeding or investigation Litigation pending or, to the best knowledge of the Company's knowledge, threatened against the Company or any of its Subsidiaries, any of their respective properties or assets or any of the Company’s officers or directors (in their capacities as such) that, at law individually or in equitythe aggregate with all other such Litigation, and taking into consideration the aggregate amount reserved for such matters in the Company’s consolidated balance sheet as of June 30, 2010 included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 filed with the SEC under the Exchange Act, has had, or before would be reasonably likely to have or by any Federalresult in, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreigna Material Adverse Effect on the Company, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry there is no Litigation pending or, to the best knowledge of the Company's knowledge, threatened which seeks to restrain, enjoin, alter or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, (iii) there are no agreements, orders, judgments, decrees, injunctions or awards of any Governmental Entity against or binding upon the Company, any of its Subsidiaries or any of the Company’s officers or directors (in their capacities as such) that would be reasonably expected to prevent, enjoin, alter or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement or that, individually or in the aggregate, have had, or would be reasonably likely to have or result in, a Material Adverse Effect on the Company, and (iv) there is no material Litigation that the Company or any of its Subsidiaries has pending against other parties. (b) Neither the Company nor any of its Subsidiaries is in violation of any applicable Law or Permit relating to its business or the ownership or operation of any of its assets, except for any violations 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, and no notices, charges, claims or actions have been received by the Company or any of its Subsidiaries or been filed, commenced, or, to the knowledge of the Company, threatened against the Company (including without limitation or any inquiry as to the qualification of the Company to hold its Subsidiaries alleging any violation of such Laws or receive any license or permit)Permits that, which, alone individually or in the aggregate, is have had, or would be reasonably expected likely to have or result in, a Material Adverse Effect. Effect on the Company. (c) The Company has not received and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Real Property, the Company Assets and the conduct of their respective businesses as currently conducted (“Company Permits”), except for any opinion or memorandum or legal advice from legal counsel such failures to the effect that it is exposedhold such Company Permits that, from a legal standpoint, to any liability or disadvantage to its business, financial condition, operations, property or affairs except such exposure which, alone individually or in the aggregate, is have not had, and would not be reasonably expected likely to have or result in, a Material Adverse EffectEffect on the Company. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon Neither the Company nor any of its Subsidiaries has received notice that any court Company Permit will be terminated or of any Federal, state, municipal modified or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or cannot be renewed in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its ordinary course of business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant no knowledge of any reasonable basis for any such termination, modification or nonrenewal. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Company Permit, or result in any termination, modification or nonrenewal thereof. (d) This Section 3.10 does not relate to and in compliance matters with the terms of all such permitsrespect to (i) Company Benefit Plans, licenses ERISA and other authorizations except such noncompliance whichemployee benefit matters (which are treated exclusively in Section 3.9), alone or (ii) Tax Laws and other Tax matters (which are treated exclusively in the aggregateSection 3.13, is not reasonably expected to have a Material Adverse Effect. There is no existing law, rule, regulation or order, (iii) Environmental Laws and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, (iv) labor matters (which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business are treated exclusively in any jurisdiction in which it is now conducting businessSection 3.18).

Litigation; Compliance with Law. Except as set forth on Schedule ‎4.13: (a) There is no (i) action, suit, claim, proceeding or investigation Proceeding pending or, to the best APL Parties’ Knowledge, threatened (i) against or affecting any of the Company's knowledgeSubject Entities, threatened against the CompanyAppalachian Assets, the Appalachian Business or any of the operations of the APL Parties’ related thereto or (ii) that (A) questions or involves the validity or enforceability of any obligations of APL or any of its Affiliates under this Agreement or any of the Transaction Documents to which any such entity is a party or (B) seeks (or reasonably might be expected to seek) (x) to prevent or delay the consummation by the APL or any of its Affiliates of the transactions contemplated by this Agreement or any of the Transaction Documents to which APL or any of its Affiliates is party or (y) Liabilities in connection with any such consummation. (b) There are no judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against or before affecting any of the Subject Entities, the Appalachian Assets, the Appalachian Business or by any Federalof the operations of the APL or any of its Affiliates related thereto. (c) None of the Subjects Entities nor, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding in connection with operations relating to the Company pending Appalachian Assets or the Appalachian Business, any of the APL or any of its Affiliates is in violation of or in default under collective bargaining agreements any applicable Law, except for such violations or otherwise defaults as would not adversely affect the Appalachian Assets or (iii) governmental inquiry the Appalachian Business in a material manner. None of the Subject Entities nor, in connection with operations relating to the Appalachian Assets or the Appalachian Business, the APL Parties, nor to the APL Parties’ Knowledge any of APL’s Affiliates, have received any written communication from any Governmental Authority or any other Person that alleges that any of the Subject Entities or the Appalachian Assets or the Appalachian Business, as the case may be, may not be in compliance with, or may be subject to liability under, applicable Law. There are no investigations, proceedings, or reviews pending or, to the best APL Parties’ Knowledge, threatened by any Governmental Authority or other Person relating to any alleged violation of applicable Law by any of the Company's knowledge, threatened against the Company (including without limitation any inquiry as Subject Entities or arising out of or related to the qualification of Appalachian Assets or the Company Appalachian Business. (d) Nothing in this Section ‎4.13 shall be deemed to hold be a representation or receive any license or permit), which, alone or in the aggregate, is reasonably expected to have a Material Adverse Effect. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage to its business, financial condition, operations, property or affairs except such exposure which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. The Company is not in default warranty with respect to (i) any orderEnvironmental Law, writwhich matters are addressed only in Section ‎4.9 of this Agreement, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in (ii) compliance with either the terms of all such permits, licenses and other authorizations except such noncompliance which, alone Natural Gas Act or in the aggregate, is not reasonably expected to have a Material Adverse Effect. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or localNatural Gas Policy Act, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business matters are addressed only in any jurisdiction in which it is now conducting businessSection ‎4.19 of this Agreement.

Litigation; Compliance with Law. There is no Except as set forth in Section 3.8 of the Sellers’ Disclosure Letter, and except for Taxes (which are the subject of Section 3.11) and Environmental Laws (which are the subject of Section 3.13): (a) (i) action, suit, claim, proceeding or investigation there is no Litigation pending or, to the best knowledge of Sellers, there is no material Litigation threatened in writing against, relating to or naming as a Party thereto any Company, any Company Subsidiary, any of their respective properties or assets or any of the Company's knowledge, threatened against Companies’ or any of the Company, at law Company Subsidiaries’ officers or directors (in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreigntheir capacities as such), (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry there is no Litigation pending or, to the best knowledge of Sellers, threatened in writing which seeks to restrain, enjoin, alter or delay the consummation of the Company's knowledgetransactions contemplated by this Agreement, (iii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Authority against and/or binding upon Sellers, the Companies, the Company Subsidiaries or any of Sellers’, the Companies’ or the Company Subsidiaries’ officers or directors (in their capacities as such) that would be reasonably expected to prevent, enjoin, alter or delay the consummation of the transactions contemplated by this Agreement or that individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect, and (iv) there is no Litigation that involves any of the Companies or the Company Subsidiaries and that is pending against other parties. (b) the Companies and the Company Subsidiaries have complied, and are in compliance, in all material respects, with all Laws and Company Permits which affect the respective businesses of the Companies and the Company Subsidiaries, the Real Property and/or the Assets, and neither the Companies nor the Company Subsidiaries have been in, nor are, in all material respects, in violation of any such Law or Permit; nor has any notice, charge, claim or action been received by the Companies or the Company Subsidiaries, or by Sellers on behalf of any of the Companies or Company Subsidiaries, or been filed, commenced, or, to the knowledge of Sellers, threatened against any of the Companies or Company Subsidiaries alleging any violation of the foregoing. (c) To the knowledge of Sellers, the Companies and the Company (including without limitation any inquiry as to Subsidiaries hold all licenses, permits, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Authorities or other Persons necessary for the qualification ownership, leasing, operation, occupancy and use of the Real Property, the Company Assets and the conduct of the Companies’ and the Company Subsidiaries’ business as currently conducted (collectively, the “Company Permits”), except where the failure to hold or receive any license or permit), which, alone such Company Permits individually or in the aggregateaggregate has not had, is and would not be reasonably expected likely to have or result in, a Material Adverse Effect. The None of the Companies or the Company Subsidiaries, or Sellers on behalf of any of the Companies or Company Subsidiaries, has received notice that any Company Permit will be terminated or modified or cannot received any opinion or memorandum or legal advice from legal counsel to be renewed in the effect that it is exposed, from a legal standpoint, to any liability or disadvantage to its ordinary course of business, financial conditionand Sellers have no knowledge of any reasonable basis for any such termination, operations, property modification or affairs except such exposure which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effectnonrenewal. The Company is not in default with respect to any orderexecution, writ, injunction or decree known to or served upon the Company delivery and performance of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, this Agreement and the consummation of the transactions contemplated hereby do not and will not violate, in any material respect, any Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations except such noncompliance which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or restrict the Company fromPermit, or otherwise materially adversely affect the Company in, conducting its business result in any jurisdiction in which it is now conducting businesstermination, modification or nonrenewal thereof.

Litigation; Compliance with Law. There is no (ia) action, suit, claim, proceeding or investigation pending or, to the best of the Company's ’s knowledge, threatened against the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (iib) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iiic) governmental inquiry pending or, to the best of the Company's ’s knowledge, threatened against the Company (including without limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), which, alone or in the aggregate, is reasonably expected to have a Material Adverse Effect. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage to its business, financial condition, operations, property or affairs except such exposure which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations except such noncompliance which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business.. Table of Contents

Litigation; Compliance with Law. (a) There is no (i) action, suit, claim, proceeding or investigation Litigation pending or, to the best knowledge of the Company's knowledgeParent, threatened against the CompanyParent or any of its Subsidiaries, at law any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such) that, individually or in equitythe aggregate with all other such Litigation, and taking into consideration the aggregate amount reserved for such matters in Parent’s consolidated balance sheet as of June 30, 2010, has had, or before would be reasonably likely to have or by any Federalresult in, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreigna Material Adverse Effect on Parent, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry there is no Litigation pending or, to the best knowledge of Parent, threatened that seeks to restrain, enjoin, alter or delay the consummation of the Company's knowledge, threatened against the Company (including without limitation Merger or any inquiry as to the qualification of the Company other transactions contemplated by this Agreement, (iii) there are no agreements, orders, judgments, decrees, injunctions or awards of any Governmental Entity against or binding upon Parent or any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that would be reasonably expected to hold prevent, enjoin, alter or receive delay the consummation of the Merger or any license of the other transactions contemplated by this Agreement or permit)that, which, alone individually or in the aggregate, is have had, or would be reasonably expected likely to have or result in, a Material Adverse Effect. The Company Effect on Parent, and (iv) there is no material Litigation that Parent or any of its Subsidiaries has not received pending against other parties. (b) Neither Parent nor any opinion of its Subsidiaries is in violation in any material respect of any applicable Law or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage Permit relating to its businessbusiness or the ownership or operation of any of its assets, financial conditionexcept for any violations that, operations, property or affairs except such exposure which, alone individually or in the aggregate, is have not had, and would not be reasonably expected likely to have or result in, a Material Adverse Effect. The Company is not in default with respect Effect on Parent, and no notices, charges, claims or actions have been received by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any orderof its Subsidiaries alleging any violation of such Laws or Permits that, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign except such defaults which, alone individually or in the aggregate, are not have had, or would be reasonably expected likely to have or result in, a Material Adverse Effect. There is no action or suit by Effect on Parent. (c) Parent and its Subsidiaries hold all Permits necessary for the Company pendingownership, threatened or contemplated against others. The Company has complied with all lawsleasing, rulesoperation, regulations occupancy and orders applicable to its businessuse of the Real Property, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, Parent Assets and the Company has been operating its business pursuant conduct of their respective businesses as currently conducted (“Parent Permits”), except for any such failures to and in compliance with the terms of all hold such permitsParent Permits that, licenses and other authorizations except such noncompliance which, alone individually or in the aggregate, is have not had, and would not be reasonably expected likely to have or result in, a Material Adverse EffectEffect on Parent. There is no existing law, rule, regulation Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or ordermodified or cannot be renewed in the ordinary course of business, and the Company after due inquiry is not aware Parent has no knowledge of any proposed lawreasonable basis for any such termination, rulemodification or nonrenewal. The execution, regulation delivery and performance of this Agreement and the consummation of the Merger or order, whether Federal, state, county or local, which would prohibit or restrict the Company fromany other transactions contemplated hereby do not and will not violate any Parent Permit, or otherwise materially adversely affect the Company in, conducting its business result in any jurisdiction termination, modification or nonrenewal thereof. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Benefit Plans and other employee benefit matters (which are treated exclusively in Section 4.9), (ii) Tax Laws and other Tax matters (which it is now conducting businessare treated exclusively in Section 4.12), (iii) Environmental Laws and (iv) labor matters (which are treated exclusively in Section 4.16).