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

Litigation; Loss Contingencies and Violations. (A) Litigation. Except as set forth in Schedule 6.7 (the “Disclosed Litigation”), 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 or affecting the Borrower or any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Documents or (ii) has or could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is (x) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (y) 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 could reasonably be expected to have a Material Adverse Effect. To the Borrower’s knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth at Section 6.6(C) or Section 6.20 that could reasonably be expected to result in a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. (A) Litigation. Except as set forth in Schedule 6.7 (the “"Disclosed Litigation”"), 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 or affecting the Borrower or any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or, to the Borrower's knowledge, investigation before or investigation by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge, threatened against or affecting the Borrower or any of its Subsidiaries or any property of any of them which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Documents or (ii) has or 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 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Subsidiaries is (xA) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (yB) 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 could reasonably be expected to have a Material Adverse Effect. To Subsidiaries. Schedule 6.8 to this Agreement (i) contains a description of the Borrower’s knowledgeorganizational structure of the Borrower and its Subsidiaries and any other Person in which the Borrower or any of its Subsidiaries will hold an Equity Interest after giving effect to the Acquisition Transactions; and (ii) accurately sets forth (A) the correct legal name and the jurisdiction of incorporation or formation of the Borrower and each direct and indirect Subsidiary of the Borrower and the jurisdictions in which each of the Borrower and the direct and indirect Domestic Incorporated Subsidiaries of the Borrower are qualified to transact business as a foreign corporation, neither (B) the ESOP Fiduciary nor authorized, issued and outstanding shares of each class of Capital Units of the ESOT Trustee has made Borrower and each of its Subsidiaries and the owners of such shares (both as of the Closing Date and on a fully-diluted basis), and (C) a summary of the direct and indirect partnership, joint venture, or other Equity Interests, if any, of the Borrower and each of its Subsidiaries in any assertion Person that is not a corporation. Except as disclosed on Schedule 6.8, none of the issued and outstanding Capital Units of the Borrower or any of its Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to the ESOP or ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth at Section 6.6(C) or Section 6.20 that could reasonably be expected to result in a Material Adverse Effectsuch Capital Units.

Litigation; Loss Contingencies and Violations. (A) Litigation. Except as could not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 6.7 (the “Disclosed Litigation”"DISCLOSED LITIGATION"), 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 or affecting the Borrower or Borrower, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents (unless if such claim is brought by any Person other than the Borrower, any Guarantor or any of their Affiliates, such claim has no reasonable likelihood of success on the merits) or (ii) has or 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 Domestic 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 (xA) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (yB) 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 could reasonably be expected to have a Material Adverse Effect. To the Borrower’s knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth at Section 6.6(C) or Section 6.20 that could reasonably be expected to result in a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. (A) Litigation. Except as could not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 6.7 (the “Disclosed Litigation”), 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 or affecting the Borrower or Borrower, any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or investigation which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents (unless if such claim is brought by any Person other than the Borrower, any Guarantor or any of their Affiliates, such claim has no reasonable likelihood of success on the merits) or (ii) has or 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 Domestic 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 (xA) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (yB) 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 could reasonably be expected to have a Material Adverse Effect. To the Borrower’s knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth at Section 6.6(C) or Section 6.20 that could reasonably be expected to result in a Material Adverse Effect.

Litigation; Loss Contingencies and Violations. (A) Litigation. Except as set forth in Schedule 6.7 (the “"Disclosed Litigation”"), 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 or affecting the Borrower or any of its Subsidiaries or any property of any of them. Neither any of the Disclosed Litigation nor any action, suit, proceeding, arbitration or, to the Borrower's knowledge, investigation before or investigation by any Governmental Authority or private arbitrator pending or, to the Borrower's knowledge, threatened against or affecting the Borrower or any of its Subsidiaries or any property of any of them which has commenced since the Closing Date (or the most recent update of the Disclosed Litigation) (i) challenges the validity or the enforceability of any material provision of the Transaction Loan Documents or (ii) has or 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 7.1(A) for the fiscal period during which such material loss contingency was incurred. Neither the Borrower nor any of its Subsidiaries is (xA) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a Material Adverse Effect, or (yB) 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 could reasonably be expected to have a Material Adverse Effect. To the Borrower’s knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth at Section 6.6(C) or Section 6.20 that could reasonably be expected to result in a Material Adverse Effect.