Common use of Litigation; Loss Contingencies and Violations Clause in Contracts

Litigation; Loss Contingencies and Violations. There is no action, suit, proceeding, arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries or any property of any of them (i) challenging the validity or the enforceability of any material provision of the Transaction Documents or (ii) which will have or would reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or would reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There Except as set forth in Schedule 6.7 to this Agreement, there is no action, suit, proceeding, arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries or any property of any of them (i) challenging the validity or the enforceability of any material provision of the Transaction Loan Documents or (ii) which will have or would could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION Section 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or would could reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There Except as set forth in Schedule 6.7 to this Agreement, there is no action, suit, proceeding, arbitration or (to the Borrower's ’s knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's ’s knowledge, threatened against the Borrower or any of its Subsidiaries or any property of any of them (i) challenging the validity or the enforceability of any material provision of the Transaction Loan Documents or (ii) which will have or would could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION Section 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or would could reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There Except as set forth in Schedules 5.7 and 5.18 to this Agreement, there is no action, suit, proceeding, investigation of which the Borrower has Knowledge or arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge, threatened against Knowledge of the Borrower or any of its Restricted Subsidiaries, threatened against the Target, the Borrower or any of its Restricted Subsidiaries or any property of any of them (i) challenging the validity or the enforceability of any material provision of the Transaction Documents or (ii) which if resolved in a manner adverse to the Target, the Borrower or any Restricted Subsidiary of the Borrower will have or would could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the financial statements delivered pursuant to Section 5.4 or the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION 7.1(ASection 6.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or would could reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There is are no actionactions, suitsuits, proceedingproceedings, arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending arbitrations or, to the knowledge of any member of the Borrower's knowledge’s Senior Management Team, threatened in writing against the Borrower or any of its Restricted Subsidiaries or any property of any of them (iincluding, without limitation, any Intellectual Property) challenging that (a) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents or (iib) which will have has had or would reasonably be expected to have a Material Adverse EffectEffect (other than as set forth on Schedule 6.07). There is no material loss contingency within the meaning of Agreement Accounting Principles GAAP which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION 7.1(ASection 7.01(a) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (Ai) in violation of any applicable Requirements of Law which violation will have or would reasonably be expected to have a Material Adverse Effect, or (Bii) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would reasonably be expected to have a Material Adverse Effect.. Section 6.08

Litigation; Loss Contingencies and Violations. There is no --------------------------------------------- action, suit, proceeding, arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority governmental authority or private arbitrator pending or, to the Borrower's knowledgeknowledge after diligent inquiry, threatened against the Borrower or any of its Subsidiaries or any property of any of them (i) challenging the validity or the enforceability of any material provision of the Transaction Documents or (ii) which will have or would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower and its Subsidiaries prepared and delivered pursuant to SECTION 7.1(ASection 5.1(A) for the fiscal period during which such material loss -------------- contingency was incurred. Neither the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements requirements of Law law which violation will have or would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority governmental authority which will have or would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect.

Litigation; Loss Contingencies and Violations. There Except as set forth in Schedule 6.7 (the "DISCLOSED LITIGATION"), there is no action, suit, proceeding, arbitration or (or, to the Borrower's knowledge) , investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries or any property of any of them them. None of the Disclosed Litigation (i) challenging challenges the validity or the enforceability of any material provision of the Transaction Documents or (ii) which will have or would could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION Section 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or would could reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There is are no actionactions, suitsuits, proceedingproceedings, arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending arbitrations or, to the knowledge of any member of the Borrower's knowledge’s Senior Management Team, threatened in writing against the Borrower or Borrower, any of its Restricted Subsidiaries or any property of any of them (iincluding, without limitation, any Intellectual Property) challenging that (a) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents or (iib) which will have or would reasonably be expected to have a Material Adverse EffectEffect (other than as set forth on Schedule 6.07). There is no material loss contingency within the meaning of Agreement Accounting Principles GAAP which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION 7.1(ASection 7.01(a) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (Ai) in violation of any applicable Requirements of Law which violation will have or would reasonably be expected to have a Material Adverse Effect, or (Bii) subject to to, or in default with respect to to, any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There Except as set forth in SCHEDULE 6.7 to this Agreement, there is no action, suit, proceeding, arbitration or (to the any Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the any Borrower's knowledge, threatened against the any Borrower or any of its respective Subsidiaries or any property of any of them (i) challenging the validity or the enforceability of any material provision of the Transaction Documents or (ii) which will have or would could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower Borrowers prepared and delivered pursuant to SECTION 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the No Borrower nor any of its respective Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or would could reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would could reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There is are no actionactions, suitsuits, proceedingproceedings, arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending arbitrations or, to the knowledge of any member of the Borrower's knowledge’s Senior Management Team, threatened in writing against the Borrower or Borrower, any of its Restricted Subsidiaries or any property of any of them (iincluding, without limitation, any Intellectual Property) challenging that (a) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents or (iib) which will have or would reasonably be expected to have a Material Adverse EffectEffect (other than as set forth on Schedule 6.07). 81 There is no material loss contingency within the meaning of Agreement Accounting Principles GAAP which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION 7.1(ASection 7.01(a) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Restricted Subsidiaries is (Ai) in violation of any applicable Requirements of Law which violation will have or would reasonably be expected to have a Material Adverse Effect, or (Bii) subject to to, or in default with respect to to, any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would reasonably be expected to have a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. There Except as set forth in SCHEDULE 6.7 to this Agreement, there is no action, suit, proceeding, arbitration or (to the Borrower's knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries or any property of any of them (i) challenging the validity or the enforceability of any material provision of the Transaction Documents or (ii) which will have or would could reasonably be expected to have a Material Adverse Effect. There Except as set forth in SCHEDULE 6.7, there is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant to SECTION 6.4(A) or SECTION 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or would could reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or would could reasonably be expected to have a Material Adverse Effect.