Common use of Litigation; Regulatory Action Clause in Contracts

Litigation; Regulatory Action. Except as disclosed in the Company's SEC Documents filed before the date of this Agreement, no litigation, proceeding, investigation or controversy ("Litigation") before any court, arbitrator, mediator or Governmental Authority is pending against the Company or any of its Subsidiaries, and, to the best of the Company's knowledge, no such Litigation has been threatened; neither the Company nor any of its Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority (including the SEC, the Federal Reserve System, the CFTC and the Federal Trade Commission) charged with the supervision or regulation of broker-dealers, securities underwriting or trading, stock exchanges, commodities exchanges, investment companies, investment advisers or insurance agents and brokers or the supervision or regulation of the Company or any of its Subsidiaries or any Self-Regulatory Organization; and neither the Company nor any of the Company Subsidiaries has been notified by or received another communication from any such Governmental Authority or Self-Regulating Organization to the effect that such Governmental Authority or Self-Regulatory Organization is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter or similar submission. Previously Disclosed is a true and complete list, as of the date hereof, of all Litigation pending or threatened arising out of any state of facts relating to the sale of investment products by the Company, the Company Subsidiaries or any employees thereof (including, without limitation, equity or debt securities, mutual funds, insurance contracts, annuities, partnership and limited partnership interests, interests in real estate, investment banking services, securities underwritings in which the Company or any of its Subsidiaries was a manager, co-manager, syndicate member or distributor, Derivatives Contracts ((as hereinafter defined) or structured notes).

Litigation; Regulatory Action. Except as Previously Disclosed or disclosed in the Company's Company SEC Documents filed before the date of this Agreement, no litigation, proceeding, investigation or controversy ("Litigation") before any court, arbitrator, mediator or Governmental Authority is pending against or involves the Company or any of its Subsidiaries, and, to the best of the Company's knowledge, no such Litigation has been threatened; neither the Company nor any of its Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority (including the SEC, the Federal Reserve System, the CFTC and the Federal Trade Commission) or Self-Regulatory Organization charged with the supervision or regulation of broker-dealers, securities underwriting or trading, stock exchanges, commodities exchanges, investment companies, investment advisers or insurance agents and brokers or the supervision or regulation of the Company or any of its Subsidiaries or any Self-Regulatory Organizationof the other businesses they conduct; and neither the Company nor any of the Company its Subsidiaries has been notified by or received another communication from any such Governmental Authority or Self-Regulating Organization to the effect that such Governmental Authority or Self-Regulatory Organization is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter or similar submission. Previously Disclosed is a true and complete list, as of the date hereof, of all Litigation pending or or, to the Company's knowledge, threatened arising out of any state of facts relating to the sale of investment investment, insurance or hedging products by the Company, its Subsidiaries or, to the Company Subsidiaries knowledge of the Company, its employees or any employees thereof of its Subsidiaries (including, without limitation, equity or debt securities, mutual funds, insurance contracts, annuities, partnership and limited partnership interests, interests in real estate, investment banking services, securities underwritings in which the Company or any of its Subsidiaries was a manager, co-manager, syndicate member or distributor, Derivatives Contracts ((as hereinafter defined) derivatives contracts or structured notes).

Litigation; Regulatory Action. Except as disclosed in the Company's SEC Documents filed before the date of this AgreementPreviously Disclosed, (1) no litigation, proceeding, investigation proceeding or controversy ("Litigation") before any court, arbitrator, mediator or Governmental Regulatory Authority (as hereinafter defined) is pending against the Company or any of its Subsidiariesthe Company Subsidiaries which, individually or in the aggregate, has or is reasonably likely to have a Material Adverse Effect on the Company, and, to the best of the Company's knowledge, no such Litigation has been threatened; (2) neither the Company nor any of its the Company Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority federal, state, local, municipal or foreign governmental agency or authority or Self-Regulatory Body (including the SEC, the Federal Reserve System, the CFTC and the Federal Trade Commission"Regulatory Authorities") charged with the supervision or regulation of broker-dealers, securities underwriting or trading, stock exchanges, commodities exchanges, investment companies, investment advisers or insurance agents and brokers (including without limitation, the SEC, the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), , the NYSE, the NASD, the American Stock Exchange, Inc., the MSRB, and the Federal Trade Commission) or the supervision or regulation of the Company or any of its Subsidiaries or any Self-Regulatory Organizationthe Company Subsidiaries; and (3) neither the Company nor any of the Company Subsidiaries has been notified advised by or received another communication from any such Governmental Regulatory Authority or Self-Regulating Organization to the effect that such Governmental Regulatory Authority or Self-Regulatory Organization is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of or understanding, commitment letter or similar submission. Previously Disclosed is a true and complete list, as of the date hereof, of all Litigation pending or threatened relating to the Company or any of the Company Subsidiaries or arising out of any state of facts relating to the sale of investment products by the Company, the Company Subsidiaries or any employees thereof or any Independent Contractor (including, including without limitation, equity or debt securities, mutual funds, insurance contracts, annuities, partnership and limited partnership interests, interests in real estate, investment banking services, securities underwritings in which the Company or any of its Subsidiaries Company Subsidiary was a manager, co-manager, syndicate member or distributor, Derivatives Contracts ((as hereinafter defined) or structured notes).

Litigation; Regulatory Action. Except as disclosed in the Company's Company SEC Documents filed before the date of this Agreement, no litigation, proceeding, investigation or controversy ("LitigationLITIGATION") before any court, arbitrator, mediator or Governmental Authority is pending against or involves the Company or any of its Subsidiaries, and, to the best of the Company's knowledge, no such Litigation has been threatened; neither the Company nor any of its Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority (including the SEC, the Federal Reserve System, the CFTC and the Federal Trade Commission) or Self-Regulatory Organization charged with the supervision or regulation of broker-dealers, securities underwriting or trading, stock exchanges, commodities exchanges, investment companies, investment advisers or insurance agents and brokers or the supervision or regulation of the Company or any of its Subsidiaries or any Self-Regulatory Organizationof the other businesses they conduct; and neither the Company nor any of the Company Subsidiaries has been notified by or received another communication from any such Governmental Authority or Self-Regulating Organization to the effect that such Governmental Authority or Self-Regulatory Organization is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter or similar submission. Previously Disclosed is a true and complete list, as of the date hereof, of all Litigation pending or or, to the Company's knowledge, threatened arising out of any state of facts relating to the sale of investment investment, insurance or hedging products by the Company, the Company Subsidiaries or or, to the knowledge of the Company, any employees thereof (including, without limitation, equity or debt securities, mutual funds, insurance contracts, annuities, partnership and limited partnership interests, interests in real estate, investment banking services, securities underwritings in which the Company or any of its Subsidiaries was a manager, co-manager, syndicate member or distributor, Derivatives Contracts ((as hereinafter defined) derivatives contracts or structured notes).

Litigation; Regulatory Action. Except as disclosed in the Company's SEC Documents filed before the date of this AgreementCompany ----------------------------- Financial Reports and except as Previously Disclosed, (1) no litigation, proceeding, investigation proceeding or controversy ("Litigation") before any court, arbitrator, mediator or Governmental Regulatory Authority (as hereinafter defined) is pending against the Company or any of its Subsidiariesthe Company Subsidiaries which, individually or in the aggregate, has or is reasonably likely to have a Material Adverse Effect on the Company, and, to the best of the Company's knowledge, no such Litigation has been threatened; (2) neither the Company nor any of its the Company Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority federal, state or municipal governmental agency or authority or Self-Regulatory Body (including the SEC, the Federal Reserve System, the CFTC and the Federal Trade Commission"Regulatory Authorities") charged with the supervision or regulation of broker-broker- dealers, securities underwriting or trading, stock exchanges, commodities exchanges, investment companies, investment advisers or insurance agents and brokers (including, without limitation, the SEC, the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), the CFTC, the NYSE, the NASD, the AMEX, the CME, the CBOT, the MSRB, and the Federal Trade Commission) or the supervision or regulation of the Company or any of its Subsidiaries or any Self-Regulatory Organizationthe Company Subsidiaries; and (3) neither the Company nor any of the Company Subsidiaries has been notified advised by or received another communication from any such Governmental Regulatory Authority or Self-Regulating Organization to the effect that such Governmental Regulatory Authority or Self-Regulatory Organization is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of or understanding, commitment letter or similar submission. Previously Disclosed is a true and complete list, as of the date hereof, of all Litigation pending or or, to the Company's knowledge, threatened in writing, arising out of any state of facts relating to the sale of investment products by the Company, the Company Subsidiaries or any employees thereof (including, without limitation, equity or debt securities, mutual funds, insurance contracts, annuities, partnership and limited partnership interests, interests in real estate, investment banking services, securities underwritings in which the Company or any of its Subsidiaries Company Subsidiary was a manager, co-manager, syndicate member or distributor, Derivatives Contracts ((as hereinafter defined) or structured notes).

Litigation; Regulatory Action. Except as Previously Disclosed or ----------------------------- disclosed in the Company's Company SEC Documents filed before the date of this Agreement, no litigation, proceeding, investigation or controversy ("Litigation") before any court, arbitrator, mediator or Governmental Authority is pending against or involves the Company or any of its Subsidiaries, and, to the best of the Company's knowledge, no such Litigation has been threatened; neither the Company nor any of its Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority (including the SEC, the Federal Reserve System, the CFTC and the Federal Trade Commission) or Self-Regulatory Organization charged with the supervision or regulation of broker-dealers, securities underwriting or trading, stock exchanges, commodities exchanges, investment companies, investment advisers or insurance agents and brokers or the supervision or regulation of the Company or any of its Subsidiaries or any Self-Regulatory Organizationof the other businesses they conduct; and neither the Company nor any of the Company its Subsidiaries has been notified by or received another communication from any such Governmental Authority or Self-Regulating Organization to the effect that such Governmental Authority or Self-Regulatory Organization is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter or similar submission. Previously Disclosed is a true and complete list, as of the date hereof, of all Litigation pending or or, to the Company's knowledge, threatened arising out of any state of facts relating to the sale of investment investment, insurance or hedging products by the Company, its Subsidiaries or, to the Company Subsidiaries knowledge of the Company, its employees or any employees thereof of its Subsidiaries (including, without limitation, equity or debt securities, mutual funds, insurance contracts, annuities, partnership and limited partnership interests, interests in real estate, investment banking services, securities underwritings in which the Company or any of its Subsidiaries was a manager, co-manager, syndicate member or distributor, Derivatives Contracts ((as hereinafter defined) derivatives contracts or structured notes).

Litigation; Regulatory Action. Except as disclosed in the Company's SEC Documents filed before the date of this AgreementCompany ----------------------------- Financial Reports and except as Previously Disclosed, (1) no litigation, proceeding, investigation proceeding or controversy ("Litigation") before any court, arbitrator, mediator or Governmental Regulatory Authority (as hereinafter defined) is pending against the Company or any of its Subsidiariesthe Company Subsidiaries which, individually or in the aggregate, has or is reasonably likely to have a Material Adverse Effect on the Company, and, to the best of the Company's knowledge, no such Litigation has been threatened; (2) neither the Company nor any of its the Company Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority federal, state or municipal governmental agency or authority or Self-Regulatory Body (including the SEC, the Federal Reserve System, the CFTC and the Federal Trade Commission"Regulatory Authorities") charged with the supervision or regulation of broker-dealers, securities underwriting or trading, stock exchanges, commodities exchanges, investment companies, investment advisers or insurance agents and brokers (including, without limitation, the SEC, the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), the CFTC, the NYSE, the NASD, the AMEX, the CME, the CBOT, the MSRB, and the Federal Trade Commission) or the supervision or regulation of the Company or any of its Subsidiaries or any Self-Regulatory Organizationthe Company Subsidiaries; and (3) neither the Company nor any of the Company Subsidiaries has been notified advised by or received another communication from any such Governmental Regulatory Authority or Self-Regulating Organization to the effect that such Governmental Regulatory Authority or Self-Regulatory Organization is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of or understanding, commitment letter or similar submission. Previously Disclosed is a true and complete list, as of the date hereof, of all Litigation pending or or, to the Company's knowledge, threatened in writing, arising out of any state of facts relating to the sale of investment products by the Company, the Company Subsidiaries or any employees thereof (including, without limitation, equity or debt securities, mutual funds, insurance contracts, annuities, partnership and limited partnership interests, interests in real estate, investment banking services, securities underwritings in which the Company or any of its Subsidiaries Company Subsidiary was a manager, co-manager, syndicate member or distributor, Derivatives Contracts ((as hereinafter defined) or structured notes).