Common use of No Violation, Litigation or Regulatory Action Clause in Contracts

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 4.13 of the Seller Disclosure Schedule: (i) to the Knowledge of Seller, the Companies and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders in respect of the Business, other than (A) those instances of noncompliance that are not material to the Business and (B) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 and 4.17, respectively; (ii) as of the date hereof, there are no lawsuits, claims, suits, proceedings or investigations pending (with respect to which the Companies or any Subsidiary has been served or notified) or, to the Knowledge of Seller, threatened against the Companies or any of the Subsidiaries in respect of the Business which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) as of the date hereof, there is no action, suit or proceeding pending or, to the Knowledge of Seller, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements.

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 4.13 of the Seller Disclosure Schedule: (ia) to the Knowledge of Seller, the Companies and the Subsidiaries Prior Entities have complied with all applicable Requirements of Law and Court Orders in respect of the Business, other than (Ai) those instances of noncompliance that are not material which would not, individually or in the aggregate, reasonably be expected to the Business have a Material Adverse Effect and (Bii) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 and 4.17, respectively; (iib) as of the date hereof, there are no lawsuits, claimsactions, suits, proceedings or investigations pending (with respect to which the Companies or any Subsidiary has the Prior Entities have been served or notified) or, to the Knowledge of Seller, threatened against the Companies or the Business, including lawsuits, claims, suits, proceedings or investigations by or on behalf of any of the Subsidiaries in respect current or former Business Employees or service provider of the Business which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and; (iiic) as of the date hereof, there is no action, suit or proceeding pending or, to the Knowledge of Seller, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements; and (d) there are no outstanding consent orders, unsatisfied judgments or decrees in respect of the Business.

No Violation, Litigation or Regulatory Action. Except as --------------------------------------------- set forth in Schedule 4.13 of the Seller Disclosure Schedule:5.15: ------------- (i) to the Knowledge knowledge of SellerTribune, the Companies Company and the Subsidiaries have complied with all applicable Requirements of Law Laws and Court Orders in respect Orders, except where failure to so comply would not have a material adverse effect on the assets, Business, results of operations or financial condition of the BusinessCompany and the Subsidiaries, other than (A) those instances of noncompliance that are not material to the Business and (B) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 and 4.17, respectivelytaken as a whole; (ii) as of the date hereof, there are no lawsuits, claims, suits, proceedings or investigations pending (with respect to which the Companies or any Subsidiary has been served or notified) or, to the Knowledge knowledge of SellerTribune, threatened against the Companies Company or any of the Subsidiaries in respect of the Business a Subsidiary which would, individually or in the aggregate, are reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the assets, Business, results of operations or financial condition of the Company and the Subsidiaries, taken as a whole or involve a claim in excess of $50,000; and (iii) as of the date of hereof, there is no action, suit or proceeding pending or, to the Knowledge knowledge of SellerTribune, threatened that against Tribune or the Company which questions the legality or propriety of the transactions contemplated by this Agreement or any of the Seller Ancillary AgreementsAgreement.

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 4.13 of the Seller Disclosure Schedule5.13: (ia) to the Knowledge of Seller, the Companies and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders in respect of the BusinessOrders, other than (A) those instances of noncompliance that are which would not material reasonably be expected to the Business and (B) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 and 4.17, respectivelyhave a Material Adverse Effect; (iib) as of the date hereofthere is no action, there are no lawsuitssuit, claims, suits, proceedings proceeding or investigations investigation pending (with respect to which the Companies or any Subsidiary has been served or notified) or, to the Knowledge of SellerAon, threatened against the Companies or any of the Subsidiaries in respect (i) regarding whether any of the Business Companies or any Subsidiary has violated any applicable Requirements of Law or Court Orders, (ii) for which wouldthe liability alleged by the plaintiff exceeds $250,000 or seeks extra-contractual damages, (iii) for which class action status is sought by the plaintiff against any of the Companies or the Subsidiaries or (iv) that would reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and; (iiic) as of the date hereof, there is no action, suit suit, proceeding or proceeding investigation pending or, to the Knowledge of SellerAon, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements; and (d) there is no consent decree, settlement agreement or stipulation with an Administrative Authority in effect relating to the Companies’ or the Subsidiaries’ business. None of the representations and warranties contained in Sections 5.13(a) or 5.13(b) shall be deemed to relate to Tax matters (which are governed by Section 5.7), ERISA and employee benefits matters (which are governed by Section 5.16) or Environmental Matters (which are governed by Section 5.17).

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 4.13 of the Seller Disclosure Schedule: (i) to the Knowledge of Seller, the Companies and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders in respect of the Business, other than (A) those instances of noncompliance that are not material to the Business and (B) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 and 4.17, respectively; (ii) as As of the date hereof: (a) none of the Membership Interests, the Company nor any of its Subsidiaries is subject to any material Court Order; (b) the Company and each of its Subsidiaries has complied in all material respects with all material Court Orders that are applicable to its assets or business; (c) neither the Company nor any of its Subsidiaries has voluntarily disclosed to any Governmental Body any material violation of Requirements of Law within the last five (5) years; (d) there are is no lawsuits, claims, suits, proceedings or investigations material Action pending (with respect to which the Companies or any Subsidiary has been served or notified) or, to the Knowledge of Seller, threatened against or affecting the Companies Membership Interests, the Company or any of its Subsidiaries, and there are no Actions pending in which the Company or any of its Subsidiaries in respect of is the Business which would, individually plaintiff or in the aggregate, reasonably be expected to have a Material Adverse Effectclaimant; and (iiie) as of the date hereof, there is no action, suit or proceeding Action pending or, to the Knowledge of Seller, threatened that questions the legality legality, validity or fairness of the transactions contemplated by this Agreement or that would reasonably be expected to materially impair the ability of Seller to perform any of its obligations hereunder or under any of the Seller Ancillary AgreementsAgreements or reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby or thereby.

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 4.13 of the Seller Disclosure Schedule5.12: (ia) to the Knowledge of Seller, Seller and each of the Companies and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders in respect of the Business, other than (Ai) those instances of noncompliance that are not material which would not, individually or in the aggregate, reasonably be expected to the Business have a Material Adverse Effect and (Bii) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 5.6 and 4.175.16, respectively; (iib) as of the date hereof, there are no lawsuits, claims, suits, proceedings or investigations pending (with respect to which Seller or any of the Companies or any Subsidiary has been served or notified) or, to the Knowledge of Seller, threatened against the Companies Business or the Assets, including lawsuits, claims, suits, proceedings or investigations by or on behalf of any of the Subsidiaries in respect current or former employee or service provider of the Business which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and; (iiic) as of the date hereof, there is no action, suit or proceeding pending or, to the Knowledge of Seller, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements; and (d) there are no outstanding consent orders, unsatisfied judgments or decrees in respect of the Business or the Assets.

No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 4.13 of the Seller Disclosure Schedule: (i) to To the Knowledge of Seller, except as disclosed in Schedule 5.11: (a) Saks and its Affiliates complied with all applicable Requirements of Law and Court Orders in respect of the Companies Parisian Business prior to the closing of the Saks Transaction and the Subsidiaries Seller and its Affiliates have complied with all applicable Requirements of Law and Court Orders in respect of the BusinessBusiness since the closing of the Saks Transaction, other than (Ai) those instances of noncompliance that are not material would not, individually or in the aggregate, reasonably be expected to the Business have a Material Adverse Effect and (Bii) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 5.5 and 4.175.15, respectively; (iib) as of the date hereof, there are no lawsuits, claimsactions, suits, proceedings or investigations pending (with respect to which the Companies Seller or any Subsidiary of its Affiliates has been served or notified) or, to the Knowledge of Seller, or threatened against the Companies Seller or any of its Affiliates or the Subsidiaries in respect Business, including lawsuits, claims, suits, proceedings or investigations by or on behalf of any current or former Store Employees or service provider of the Business which that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and; (iiic) as of the date hereof, there is no action, suit or proceeding pending or, to the Knowledge of Seller, or threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements; and (d) there are no outstanding consent orders, unsatisfied judgments or decrees in respect of the Business.