Common use of Compliance with Applicable Laws; Litigation Clause in Contracts

Compliance with Applicable Laws; Litigation. (i) JPFI, its subsidiaries and employees hold all permits, li- censes, variances, exemptions, orders, registrations and ap- provals of all Governmental Entities which are required for the operation of the businesses of JPFI and its subsidiaries (the "JPFI Permits") except where the failure to have any such JPFI Permits individually or in the aggregate would not have a mate- rial adverse effect on JPFI. JPFI and its subsidiaries are in compliance with the terms of the JPFI Permits and all ap- plicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFI. As of the date of this Agreement, except as disclosed in the JPFI Filed SEC Documents, no action, demand, requirement or investi- gation by any Governmental Entity and no suit, action or pro- ceeding by any person, in each case with respect to JPFI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of JPFI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on JPFI or (B) reasonably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation of any of the transactions contemplated hereby or thereby.

Compliance with Applicable Laws; Litigation. (i) JPFIHBO, its subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI HBO and its subsidiaries (the "JPFI HBO Permits") except where the failure to have any such JPFI HBO Permits individually or in the aggregate would not have a mate- rial adverse effect on JPFI. JPFI and its subsidiaries are in compliance with the terms of the JPFI Permits and all ap- plicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFIHBO. Except as specifically disclosed in the HBO SEC Documents filed with the Commission prior to the date hereof, HBO and its subsidiaries are in compliance with the terms of the HBO Permits and all Applicable Laws relating to HBO or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on HBO. As of the date of this Agreement, except as disclosed in the JPFI HBO Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI HBO or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of JPFIHBO, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on JPFI HBO or (B) reasonably be expected to impair the ability of JPFI or Merger Sub HBO to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation consummation of any of the transactions contemplated hereby or thereby.

Compliance with Applicable Laws; Litigation. (i) JPFICiticorp, its subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI Citicorp and its subsidiaries (collectively, the "JPFI Citicorp Permits") ), except where the failure to have any such JPFI Citicorp Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFICiticorp. JPFI Citicorp and its subsidiaries are in compliance with the terms of the JPFI Citicorp Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFICiticorp. As of the date of this Agreement, except as disclosed in the JPFI Citicorp Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI Citicorp or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.03) of JPFICiticorp, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) reasonably be expected to have a material adverse effect on JPFI Citicorp or (Bii) reasonably be expected to materially impair or delay the ability of JPFI or Merger Sub Citicorp to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation of any of the transactions contemplated hereby or therebyAgreement.

Compliance with Applicable Laws; Litigation. (i) JPFIXxxxxx Online, its subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI Xxxxxx Online and its subsidiaries (the "JPFI Xxxxxx Online Permits") except where the failure to have any such JPFI Xxxxxx Online Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFIXxxxxx Online. JPFI Xxxxxx Online and its subsidiaries are in compliance with the terms of the JPFI Xxxxxx Online Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFIXxxxxx Online. As of the date of this Agreement, except as disclosed in the JPFI Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI Xxxxxx Online or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of JPFIXxxxxx Online, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on JPFI Xxxxxx Online or (B) reasonably be expected to impair the ability of JPFI or Merger Sub Xxxxxx Online to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation consummation of any of the transactions contemplated hereby or therebyby this Agreement.

Compliance with Applicable Laws; Litigation. (i) JPFIAcquiror, its subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI Acquiror and its subsidiaries (collectively, the "JPFI Acquiror Permits") except where the failure to have any such JPFI Acquiror Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFIAcquiror. JPFI Acquiror and its subsidiaries are in compliance with the terms of the JPFI Acquiror Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFIAcquiror. As of the date of this Agreement, except as disclosed in the JPFI Acquiror Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI Acquiror or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge of JPFIAcquiror, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) reasonably be expected to have a material adverse effect on JPFI Acquiror or (Bii) reasonably be expected to materially impair or delay the ability of JPFI Acquiror or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation of any of the transactions contemplated hereby or therebyAgreement.

Compliance with Applicable Laws; Litigation. (i) JPFICiticorp, its subsidiaries and employees em ployees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI Citicorp and its subsidiaries (collectively, the "JPFI Citicorp Permits") ), except where the failure to have any such JPFI Citicorp Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFICiticorp. JPFI Citicorp and its subsidiaries are in compliance with the terms of the JPFI Citicorp Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse ad verse effect on JPFICiticorp. As of the date of this Agreement, except as disclosed in the JPFI Citicorp Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI Citicorp or any of its subsidiaries subsid iaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.03) of JPFICiticorp, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) reasonably be expected to have a material adverse effect on JPFI Citicorp or (Bii) reasonably be expected to materially impair or delay the ability of JPFI or Merger Sub Citicorp to perform its obligations obliga tions under this Agreement or the Option Agreements or prevent or materially delay the con- summation of any of the transactions contemplated hereby or therebyAgreement.

Compliance with Applicable Laws; Litigation. (i) JPFIRSI, its ------------------------------------------- subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI RSI and its subsidiaries (the "JPFI RSI Permits") ), except where the failure to have any such JPFI RSI Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFIRSI. JPFI RSI and its subsidiaries are in compliance with the terms of the JPFI RSI Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFIRSI. As of the date of this Agreement, except as disclosed in the JPFI RSI Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI RSI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3) of JPFIRSI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on JPFI RSI or (B) reasonably be expected to impair the ability of JPFI or Merger Sub RSI to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation consummation of any of the transactions contemplated hereby or thereby.

Compliance with Applicable Laws; Litigation. (i) JPFI, Megsinet and its subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI Megsinet and its subsidiaries (the "JPFI Megsinet Permits") ), except where the failure to have any such JPFI Megsinet Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFIMegsinet. JPFI Megsinet and its subsidiaries are in compliance with the terms of the JPFI Megsinet Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulationsregulations (including, without limitation, laws relating to environmental or occupational health and safety conditions or standards), except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFIMegsinet. As of the date of this Agreement, except as disclosed in the JPFI Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI Megsinet or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3) of JPFIMegsinet, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on JPFI Megsinet or (B) reasonably be expected to impair the ability of JPFI or Merger Sub Megsinet to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation consummation of any of the transactions contemplated hereby or therebyby this Agreement.

Compliance with Applicable Laws; Litigation. (i) JPFI, its ------------------------------------------- subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI and its subsidiaries (the "JPFI Permits") except where the failure to have any such JPFI Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFI. JPFI and its subsidiaries are in compliance with the terms of the JPFI Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFI. As of the date of this Agreement, except as disclosed in the JPFI Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of JPFI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on JPFI or (B) reasonably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation consummation of any of the transactions contemplated hereby or thereby.

Compliance with Applicable Laws; Litigation. (i) JPFIDFI, its subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI DFI and its subsidiaries (the "JPFI DFI Permits") ), except where the failure to have any such JPFI DFI Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFIDFI. JPFI Section 3.01(h) of the DFI Disclosure Schedule lists all of the Permits. DFI and its subsidiaries are in compliance with the terms of the JPFI DFI Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFIDFI. As of the date of this Agreement, except as disclosed in the JPFI Filed DFI SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI DFI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.03) of JPFIDFI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on JPFI DFI or (B) reasonably be expected to impair the ability of JPFI or Merger Sub DFI to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation consummation of any of the transactions contemplated hereby hereby. (ii) Neither DFI nor any DFI subsidiary is subject to any outstanding order, injunction or therebydecree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate will have, a material adverse effect on DFI.

Compliance with Applicable Laws; Litigation. (i) JPFI, its subsidiaries and employees hold all permits, li- censeslicenses, variances, exemptions, orders, registrations and ap- provals approvals of all Governmental Entities which are required for the operation of the businesses of JPFI and its subsidiaries (the "JPFI Permits") except where the failure to have any such JPFI Permits individually or in the aggregate would not have a mate- rial material adverse effect on JPFI. JPFI and its subsidiaries are in compliance with the terms of the JPFI Permits and all ap- plicable applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on JPFI. As of the date of this Agreement, except as disclosed in the JPFI Filed SEC Documents, no action, demand, requirement or investi- gation investigation by any Governmental Entity and no suit, action or pro- ceeding proceeding by any person, in each case with respect to JPFI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of JPFI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on JPFI or (B) reasonably be expected to impair the ability of JPFI or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the con- summation consummation of any of the transactions contemplated hereby or thereby.