Common use of Litigation, Labor Matters and Environmental Matters Clause in Contracts

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated hereby. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, has received notice of any Environmental Liability, or knows of any basis for any Environmental Liability, except to the extent that the foregoing could not reasonably be expected to have or result in a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the any Borrower, threatened against or affecting the Borrower Company or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable likelihood possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] a Material Adverse Effect (other than the Disclosed Matters) or (ii) that would reasonably be likely to adversely affect involve this Agreement or the transactions contemplated herebyTransactions. (b) There are no labor controversies pending against or, to the knowledge of the BorrowerCompany, threatened against or affecting the Borrower Company or any Subsidiary of its Subsidiaries (i) that would which could reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] a Material Adverse Effect, or (ii) that would reasonably be likely to adversely affect involve this Agreement or the transaction contemplated herebyTransactions. (c) Neither Except for the Borrower Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit permit, license or other approval required under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or Law, (ii) is or has been become subject to any Environmental Liability, , (iii) has received notice of any claim with respect to any Environmental Liability, or Liability or (iv) knows of any basis for any Environmental Liability. (d) Since the date of this Agreement, except to there has been no change in the extent that status of the foregoing Disclosed Matters that, individually or in the aggregate, has resulted in, or could not reasonably be expected to have or result in in, a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable likelihood possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] a Material Adverse Effect (other than the Disclosed Matters) or (ii) that would reasonably be likely to adversely affect involve this Agreement or the transactions contemplated herebyTransactions. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary of its Subsidiaries (i) that would which could reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] a Material Adverse Effect or (ii) that would reasonably be likely to adversely affect involve this Agreement or the transaction contemplated herebyTransactions. (c) Neither Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower nor or any Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit permit, license or other approval required under or in connection with any Environmental Law (“Environmental Permit”)Law, except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability, Liability or (iv) knows of any basis for any Environmental Liability. (d) Since the date of this Agreement, except to there has been no change in the extent that status of the foregoing could not reasonably be expected to have Disclosed Matters that, individually or result in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a)) to the Disclosure Letter, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened threatened, against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened threatened, against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated hereby. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in liabilities to the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole, in excess of $500,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower Holdings or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities to Holdings, the Borrower and/or any Subsidiary in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated herebyhereby in any material respect. (b) There Except as described on Schedule 6.7(b), there are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower Holdings or any Subsidiary of its Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities to Holdings, the Borrower and/or any Subsidiary in excess of $[*] 500,000 or (ii) that would reasonably be likely to result in a Material Adverse Effect or adversely affect this Agreement or the transaction contemplated herebyhereby in any material respect. (c) Neither the Borrower nor None of Holdings or any Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any ) where such failure could not to comply would reasonably be expected expected, individually or in the aggregate, to have or result in a Material Adverse Effect; liabilities to Holdings or any of its Subsidiaries in excess of $500,000, (ii) is or has been subject to any Environmental LiabilityLiability reasonably expected to be in excess of $500,000, individually or in the aggregate, (iii) has received written notice of any Environmental LiabilityLiability that would reasonably be expected, individually or in the aggregate, to result in liabilities to Holdings or any of its Subsidiaries in excess of $500,000, or (iv) knows of any basis for any Environmental Liability, except to the extent Liability that the foregoing could not would reasonably be expected expected, individually or in the aggregate, to have or result in a Material Adverse Effectliabilities to Holdings, the Borrower and/or any Subsidiary in excess of $500,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting affecting, Holdings, the Borrower or any Subsidiary of its Subsidiaries or the Credit Parties (i) as to which there is a reasonable likelihood possibility of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] a Material Adverse Effect (other than the Disclosed Matters) or (ii) that would reasonably be likely to adversely affect involve this Agreement or the transactions contemplated herebyTransactions. (b) There Except for the Disclosed Matters, there are no labor controversies pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary of its Subsidiaries or the Credit Parties (i) that would which could reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] a Material Adverse Effect, or (ii) that would reasonably be likely to adversely affect involve this Agreement or the transaction contemplated herebyTransactions. (c) Neither Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower nor or any Subsidiary thereof or any other Credit Party: (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit permit, license or other approval required under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or Law; (ii) is or has been become subject to any Environmental Liability, ; (iii) has received notice of any claim with respect to any Environmental Liability, or ; or (iv) knows of any basis for any Environmental Liability. (d) Since the date of this Agreement, except to there has been no change in the extent that status of the foregoing could not reasonably be expected to have Disclosed Matters that, individually or result in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated hereby. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any applicable Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice in writing (or, to its knowledge, otherwise) of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of (i) through (iv) above, which would reasonably be expected to have or result in liabilities to the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole, in excess of $500,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities to the Borrower and its Subsidiaries in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated herebyhereby in any material respect. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities to the Borrower and its Subsidiaries in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated herebyhereby in any material respect. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of (i) through (iv) above, which would reasonably be expected to have or result in liabilities to the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole, in excess of $500,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened threatened, against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened threatened, against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated hereby. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in liabilities to the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole, in excess of $250,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a)) or as otherwise disclosed to the Lender, to the Borrower’s knowledge, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, or threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and thatthat involves this Agreement or the transactions contemplated hereby, if adversely determined, (ii) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] or (iiiii) that would reasonably be likely expected to adversely affect this Agreement have or the transactions contemplated herebyresult in a Material Adverse Effect. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) that would could reasonably be expected, individually expected to have or in the aggregate, to result in liabilities in excess of $[*] or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated herebya Material Adverse Effect. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, has received notice of any Environmental Liability, or knows of any basis for any Environmental Liability, except to the extent that the foregoing could not reasonably be expected to have or result in a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against against, threatened in writing against, or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, otherwise threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000, (ii) that involve this Agreement or the transactions contemplated hereby or (iii) that would reasonably be likely to result in a Material Adverse Effect. (b) There are no labor controversies pending against, threatened in writing against, or, to the knowledge of the Borrower, otherwise threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $250,000, (ii) that involve this Agreement or the transactions contemplated herby or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated herebyresult in a Material Adverse Effect. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerHoldings, threatened in writing, against or directly affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and thatHoldings, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] €3,000,000 or (ii) that would reasonably be likely to adversely affect this Agreement or any other Loan Document or the transaction transactions contemplated herebyhereby and thereby. (b) There are no labor strikes, lockouts or work stoppages pending against or, to the knowledge of Holdings, threatened in writing, against or directly affecting Holdings, the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of €3,000,000 or (ii) that would reasonably be likely to adversely affect this Agreement or any other Loan Document or the transactions contemplated hereby or thereby. (c) Neither None of Holdings, the Borrower nor or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit required under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received written notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a)) of the Disclosure Letter, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Parent or the Borrower, threatened against or affecting the Parent, the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[***] or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no material labor controversies pending against or, to the knowledge of the Parent or the Borrower, threatened against or affecting the Parent, the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated herebySubsidiary. (c) Neither None of the Parent, the Borrower nor or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received written notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerParent, the Borrower or Holdco, threatened against or affecting the Borrower or affecting, any Subsidiary Loan Party (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions transaction contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the BorrowerParent, the Borrower or Holdco, threatened against or affecting the Borrower or any Subsidiary Loan Party (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated hereby. (c) Neither the Borrower nor any Subsidiary No Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, Liability or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not reasonably be expected to have or result in a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities to Holdings, the Borrower and/or any Subsidiary in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There Except as described on Schedule 6.7(b), there are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities to Holdings, the Borrower and/or any Subsidiary in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated hereby. (c) Neither None of Holdings, the Borrower nor or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any ) where such failure could not to comply would reasonably be expected expected, individually or in the aggregate, to have or result in a Material Adverse Effect; or liabilities to Holdings, the Borrower and/or any Subsidiary in excess of $250,000, (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent Liability that the foregoing could not would reasonably be expected expected, individually or in the aggregate, to have or result in a Material Adverse Effectliabilities to Holdings, the Borrower and/or any Subsidiary in excess of $250,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower any Loan Party or any Subsidiary of its respective Subsidiaries (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 200,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower any Loan Party or any Subsidiary of its respective Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 200,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated hereby. (c) Neither the Borrower No Loan Party nor any Subsidiary of its respective Subsidiaries (i) has failed to comply in all material respects with any Environmental Law or to obtain, maintain or comply in all material respects with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any material claim under any Environmental Liability, (iii) has received notice of any material claim under any Environmental Liability, or (iv) knows of any basis for any material claim under any Environmental LiabilityLiability in each case, except which has resulted or would be reasonably expected, individually or in the aggregate, to the extent that the foregoing could not reasonably be expected to have or result in a Material Adverse Effectthe liabilities in excess of $500,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated hereby. (c) Neither None of the Borrower nor or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in liabilities to the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole, in excess of $250,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[***] or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no employee strikes, employee lockouts, labor controversies arbitrations, unfair labor practice charges or other labor disputes pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[***] or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated hereby. (c) Neither Holdings, the Borrower nor any Subsidiary (i) has failed to comply in all material respects with any Environmental Law or to obtain, maintain or comply in all material respects with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any material claim under any Environmental Liability, (iii) has received notice of any material claim under any Environmental Liability, or (iv) knows of any basis for any material claim under any Environmental LiabilityLiability in each case, except which has resulted or would be reasonably expected, individually or in the aggregate, to the extent that the foregoing could not reasonably be expected to have or result in a Material Adverse Effectliabilities in excess of $[***].

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 50,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor disputes or controversies pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 50,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated hereby. (c) Neither None of Holdings, the Borrower nor or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”)) , except to where the extent that any such failure could would not reasonably be expected to have or result in a Material Adverse Effect; or , (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except other than, with respect to the extent clauses (ii), (iii) and (iv), Environmental Liabilities that the foregoing could do not reasonably be expected to have or result in a Material Adverse Effectexceed $100,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened threatened, against or affecting Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 1,000,000 or (ii) that would reasonably be likely to materially and adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 1,000,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated hereby. (c) Neither None of Holdings, the Borrower nor or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in a Material Adverse Effect.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no employee strikes, employee lockouts, labor controversies arbitrations, unfair labor practice charges or other labor disputes pending against or, to the knowledge of the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated hereby. (c) Neither Holdings, the Borrower nor any Subsidiary (i) has failed to comply in all material respects with any Environmental Law or to obtain, maintain or comply in all material respects with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any material claim under any Environmental Liability, (iii) has received notice of any material claim under any Environmental Liability, or (iv) knows of any basis for any material claim under any Environmental LiabilityLiability in each case, except which has resulted or would be reasonably expected, individually or in the aggregate, to the extent that the foregoing could not reasonably be expected to have or result in a Material Adverse Effectliabilities in excess of $500,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 500,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated hereby. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of (i) through (iv) above, which would reasonably be expected to have or result in liabilities to the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole, in excess of $500,000.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened threatened, against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[***] or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[***] or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated hereby. (c) Neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in liabilities to the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole, in excess of $[***].

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Parent or the Borrower, threatened against or affecting the Borrower Parent or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[***] or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of Parent or the Borrower, threatened against or affecting the Borrower Parent or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[***] or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction transactions contemplated hereby. (c) Neither the Borrower nor None of Parent or any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not in each case of clauses (i) through (iv) above, which would reasonably be expected to have or result in liabilities to Parent and the Subsidiaries, taken as a Material Adverse Effectwhole, in excess of $[***].

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting affecting, the Borrower or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would could reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] a Material Adverse Effect (other than the Disclosed Matters) or (ii) that would reasonably be likely to adversely affect involve this Agreement or the transactions contemplated herebyTransactions. (b) There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary of its Subsidiaries (i) that would which could reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] a Material Adverse Effect, or (ii) that would reasonably be likely to adversely affect involve this Agreement or the transaction contemplated herebyTransactions. (c) Neither Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of its Subsidiaries: (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit permit, license or other approval required under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or Law; (ii) is or has been become subject to any Environmental Liability, ; (iii) has received notice of any claim with respect to any Environmental Liability, or ; or (iv) knows of any basis for any Environmental Liability. (d) Since the date of this Agreement, except to there has been no change in the extent that status of the foregoing could not reasonably be expected to have Disclosed Matters that, individually or result in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. The Borrower shall update Schedule 3.06 as and when appropriate, although the inclusion of new information on Schedule 3.06 shall not mean that the new development or condition does not constitute a Default.

Litigation, Labor Matters and Environmental Matters. (a) Except as described on Schedule 6.7(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerBorrower and Holdco, threatened against or affecting the Borrower or affecting, any Subsidiary Loan Party (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transactions transaction contemplated hereby. (b) There are no labor controversies pending against or, to the knowledge of the BorrowerBorrower and Holdco, threatened against or affecting the Borrower or any Subsidiary Loan Party (i) that would reasonably be expected, individually or in the aggregate, to result in liabilities in excess of $[*] 250,000 or (ii) that would reasonably be likely to adversely affect this Agreement or the transaction contemplated hereby. (c) Neither the Borrower nor any Subsidiary No Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Permit under or in connection with any Environmental Law (“Environmental Permit”), except to the extent that any such failure could not reasonably be expected to have or result in a Material Adverse Effect; or (ii) is or has been subject to any Environmental Liability, (iii) has received notice of any Environmental Liability, Liability or (iv) knows of any basis for any Environmental Liability, except to the extent that the foregoing could not reasonably be expected to have or result in a Material Adverse Effect.