Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the CompanyParent, threatened in writing against the Company Parent or any of its Subsidiaries, or against any present or former officer or director of Parent or any of its Subsidiaries in such individual’s capacity as such, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June 30March 31, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual quarterly report on Form 10-K Q for the fiscal year quarter ended June 30March 31, 2017 (the “Company Parent Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30March 31, 2017; (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents)transactions contemplated hereby; or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, awardOrder, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected likely to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)6.6) or that would prevent, materially delay or materially impair the ability of Parent to consummate the Merger.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent or any of its Subsidiaries, whether or not accrued, contingent or otherwise otherwise, other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June September 30, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June September 30, 2017 (the “Company Parent Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June September 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by Parent, Holdco or the Company or SpinCo Merger Subs of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither Parent, Holdco, the Company Merger Subs nor any of its their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Effect.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) ), pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, 2016 and the notes thereto set forth in the Company’s annual quarterly report on Form 10-K Q for the fiscal year quarter ended June 30, 2017 2016 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 20172016; (iii) liabilities or obligations arising out of the Transaction Documents this Agreement (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in this Agreement) or third-party service provider obligations incurred in connection with the Transaction Documents)transactions contemplated hereby; or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected likely to have, have a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.066.5).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent or any of its Subsidiaries, whether or not accrued, contingent or otherwise otherwise, other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June September 30, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June September 30, 2017 (the “Company Parent Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June September 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by Parent or the Company or SpinCo Merger Subs of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither Parent, the Company Merger Subs nor any of its their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Effect.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries would reasonably be expected to result in any claims against, or obligations or liabilities of, Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity, except in each case for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There are no liabilities or obligations or liabilities of the Company Parent or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, known or unknown, asserted or unasserted, absolute, determined, determinable or otherwise and whether or not accrued, contingent that would be required to be reflected or otherwise reserved against on a balance sheet prepared in accordance with GAAP, other than than: (i) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the consolidated most recent balance sheet of included in the Company as of June 30, 2017, and Parent Reports or in the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”)to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017the date of the most recent balance sheet included in the Parent Reports; (iii) liabilities or obligations arising out of incurred in connection with the Transaction Documents (Transactions; and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) proceedings, pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiariesliabilities, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June 30December 31, 2017, 2013 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June 30December 31, 2017 (the “Company Balance Sheet”)2013; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 20172013; (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (transactions contemplated hereby; and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would notnot reasonably be likely to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that wouldwould reasonably be likely to have, individually or in the aggregate, reasonably be expected to have, a Company Parent Material Adverse Effect (except to Effect. For purposes of this Agreement, the extent expressly consented to by term “Knowledge of Parent” means the actual knowledge of the individuals identified on Section 5.2(g) of the Parent pursuant to Section 5.06)Disclosure Letter.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries which would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity, except in each case for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no liabilities or obligations or liabilities of the Company or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, known or unknown, asserted or unasserted, absolute, determined, determinable or otherwise, and whether or not accrued, contingent that would be required to be reflected or otherwise reserved against on a balance sheet prepared in accordance with GAAP, other than than: (i) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the consolidated most recent balance sheet of included in the Company as of June 30, 2017, and Reports or in the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”)to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017the date of the most recent balance sheet included in the Company Reports; (iii) liabilities or obligations arising out of incurred in connection with the Transaction Documents (Transactions; and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) proceedings, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiariesliabilities, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30December 31, 2017, 2013 and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30December 31, 2017 2013 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 20172013; (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents)transactions contemplated hereby; or (iv) liabilities or obligations that would notnot reasonably be likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that wouldwould reasonably be likely to have, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.066.5).

Litigation and Liabilities. There As of the date hereof, there are no civil, criminal criminal, administrative or administrative other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“ProceedingsActions”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, Subsidiaries except for those any such Actions that would notnot reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i“Liabilities”) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the that would be required by GAAP to be reflected on a consolidated balance sheet financial statements of the Company and its Subsidiaries, except (a) as of June 30, 2017, and the notes thereto set forth reflected or reserved against in the Company’s annual report on Form 10-K Company Financials, (b) for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations Liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out the date of the Transaction Documents most recent balance sheet included in the Company Financials, (and which c) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (d) for Liabilities that do not arise out of constitute a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or are not reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement. Neither As of the date hereof, neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement (“Judgment”) of or with any Governmental Entity that wouldwhich has, or would reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or would reasonably be expected to have, a Company Material Adverse Effect (except to prevent or materially impair the extent expressly consented to consummation of the transactions contemplated by Parent pursuant to Section 5.06)this Agreement.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the CompanyParent, threatened against Parent or any of its Subsidiaries which, to the Company Knowledge of Parent, would reasonably be expected to result in any claims against, or obligations or liabilities of, Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement. Neither Parent nor any of its Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity. There are no liabilities or obligations or liabilities of the Company Parent or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether or not accrued, contingent contingent, absolute, determined, determinable or otherwise otherwise, other than than: (i1) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the consolidated most recent balance sheet of included in the Company as of June 30, 2017, and Parent Reports or in the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”)to such balance sheet; (ii2) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June September 30, 20172016; (iii3) liabilities or obligations arising out of incurred in connection with the Transaction Documents transactions contemplated hereby; and (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv4) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither This Section 5.2(g) shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the Company nor Parent or any of its Subsidiaries is a party to or subject to the provisions any of any judgment, order, writ, injunction, decree, award, stipulation their respective Subsidiaries or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except Affiliates to the extent expressly consented to arising out of the Merger Agreement, the Merger or the other transactions contemplated by Parent pursuant to Section 5.06)this Agreement.

Litigation and Liabilities. There Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge knowledge of the executive officers of the Company, threatened in writing against the Company or any of its Subsidiaries. The Company and its Subsidiaries do not have any liabilities or obligations (whether or not accrued, except for contingent or otherwise) of a nature required by GAAP to be reflected, disclosed, accrued or reserved against in a consolidated balance sheet or the notes thereto, other than those liabilities and obligations (A) reflected, disclosed, accrued or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed prior to the date hereof, (B) incurred in connection with the execution of this Agreement, (C) incurred in the ordinary course of business since September 29, 2007, (D) that would nothave been discharged or paid in full prior to the date of this Agreement in the ordinary course of business, or (E) that, individually or in the aggregate, have not had, or would not reasonably be expected to have result in a Company Material Adverse Effect. There are no obligations Effect or liabilities prevent, materially delay or materially impair the consummation of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectTransactions. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree, award, stipulation decree or settlement award of or with any Governmental Entity that wouldremains outstanding or unsatisfied and that, individually or in the aggregate, would reasonably be expected to have, result in a Company Material Adverse Effect (except to or prevent, materially delay or materially impair the extent expressly consented to by Parent pursuant to Section 5.06)consummation of the Transactions.

Litigation and Liabilities. There As of the date of this Agreement, there are no civil, criminal criminal, administrative, investigative, or administrative appellate actions, suits, claims, hearings, arbitrations, litigations, mediations, hearings, inquiries, audits, examinations, investigations or other proceedings (“Proceedings”) ), pending or, to the Knowledge of the Company, threatened in writing against the Company or Company, any of its Subsidiaries, or any of their respective directors, officers, or employees in their capacities as such, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent contingent, absolute, or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, 2018 and the notes thereto set forth in the Company’s annual quarterly report on Form 10-K Q for the fiscal year quarter ended June 30, 2017 2018 (the “Company Balance Sheet”); , (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; 2018, which are not individually or in the aggregate, material in amount or nature, (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); transactions contemplated hereby, or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Neither To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected likely to have, have a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)6.5) or that would prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the CompanyParent, threatened against Parent or any of its Subsidiaries which, to the Company Knowledge of Parent, would reasonably be expected to result in any claims against, or obligations or liabilities of, Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement. Neither Parent nor any of its Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity. There are no liabilities or obligations or liabilities of the Company Parent or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether or not accrued, contingent contingent, absolute, determined, determinable or otherwise otherwise, other than than: (i1) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the consolidated most recent balance sheet of included in the Company as of June 30, 2017, and Parent Reports or in the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”)to such balance sheet; (ii2) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June September 30, 20172016; (iii3) liabilities or obligations arising out of incurred in connection with the Transaction Documents transactions contemplated hereby; and (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv4) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither This Section ‎5.2(g) shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the Company nor Parent or any of its Subsidiaries is a party to or subject to the provisions any of any judgment, order, writ, injunction, decree, award, stipulation their respective Subsidiaries or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except Affiliates to the extent expressly consented to arising out of the Merger Agreement, the Merger or the other transactions contemplated by Parent pursuant to Section 5.06)this Agreement.

Litigation and Liabilities. There are no civil, criminal criminal, administrative or administrative other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Proceedings”Actions“) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually Subsidiaries or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities otherwise, that would be required to be reflected or obligations disclosed, reflected, reserved against or otherwise provided for in the a consolidated balance sheet of the Company as of June 30, 2017, and its Subsidiaries (“Liabilities“) or the notes thereto set forth if such balance sheet was prepared as of the date hereof, except (i) as reflected or reserved against in the Company’s annual report on Form 10-K for consolidated balance sheets (and the fiscal year ended June 30notes thereto) included in the Company Reports filed after the Applicable Date but prior to the date of this Agreement, 2017 (the “Company Balance Sheet”); (ii) liabilities for obligations or obligations Liabilities incurred in the ordinary course of business consistent with past practice since June 30December 31, 2017; 2007, or (iii) liabilities for obligations or obligations arising out of Liabilities incurred pursuant to the Transaction Documents (and which do not arise out of a breach transactions contemplated by the Company or SpinCo of any representation or warranty in the Transaction Documents); this Agreement, or (iv) liabilities or obligations for those that would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse EffectEffect or prevent or materially impair the consummation of the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement (“Judgment“) of or with any Governmental Entity that wouldwhich is, individually or in the aggregate, reasonably be expected likely to have, have a Company Material Adverse Effect (except to or prevent or materially impair the extent expressly consented to consummation of the transactions contemplated by Parent pursuant to Section 5.06)this Agreement.

Litigation and Liabilities. There As of the date of this Agreement, there are no civilProceedings, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the CompanyParent, threatened in writing against the Company Parent, Merger Sub I and Merger Sub II or any of its their Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent, Merger Sub I, Merger Sub II or any of its their Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June 30December 31, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June 30December 31, 2017 (the “Company Balance Sheet”)2017; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of this Agreement or the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents)transactions contemplated hereby; or (iviii) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. Neither the Company None of Parent, Merger Sub I or Merger Sub II nor any of its their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected likely to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent the Company pursuant to Section 5.066.5).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) Proceedings pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. There are no obligations or liabilities of the Company Parent or any of its Subsidiaries, whether or not accrued, contingent or otherwise otherwise, other than (i) liabilities or obligations disclosed, Confidential Treatment Requested by New Fox, Inc. Pursuant to 17 C.F.R. Section 200.83 reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company Parent as of June September 30, 2017, 2017 and the notes thereto set forth in the CompanyParent’s annual report on Form 10-K for the fiscal year ended June September 30, 2017 (the “Company Parent Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June September 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by Parent, Holdco or the Company or SpinCo Merger Subs of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. Neither Parent, Holdco, the Company Merger Subs nor any of its their Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, have a Company Parent Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06)Effect.

Litigation and Liabilities. There Except as set forth in Section 3.02(h) of the Seller Disclosure Schedule, (i) there are no civil, criminal criminal, administrative or administrative investigative audits, petitions, actions, suits, claims, hearings, arbitrations, investigations arbitrations or other proceedings (“Proceedings”"ACTIONS") that are pending or, to the Knowledge of the Company, or threatened against the Company or any of its Subsidiariessubsidiaries, except for those nor (ii) are there any outstanding inquiries, judgments, decisions, writs, stipulations, injunctions or orders of any Governmental Entity or arbitration panel that would notare, individually or in the aggregateexpressly by their terms, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of binding upon the Company or any of its Subsidiariessubsidiaries or any of their respective properties, whether rights or not accruedassets which, contingent or otherwise other than in each of clauses (i) and (ii), would reasonably be expected to materially impair the operation of the business of the Company and its subsidiaries taken as a whole, or their properties and assets taken as a whole, or which would reasonably be expected to prevent, materially delay or materially impair the ability of Seller to consummate the Acquisition and the transactions contemplated in this Agreement. Except for those liabilities and obligations that are fully reflected or obligations disclosed, reflected, reserved against or otherwise provided for in on the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth included in the Company’s annual report its Annual Report on Form 10-K for the fiscal year period ended June 30December 31, 2017 2007 (the “Company Balance Sheet”"DECEMBER 2007 BALANCE SHEET"); (ii) , and for obligations and liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by 2007, neither the Company nor any of its subsidiaries has incurred any obligation or SpinCo liabilities of any representation nature whatsoever, whether absolute, accrued, contingent, known, unknown or warranty otherwise, and whether or not required to be disclosed on a balance sheet prepared in the Transaction Documents); or (iv) liabilities or obligations that would notaccordance with GAAP, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

Litigation and Liabilities. There As of the date hereof, there are no civil, criminal criminal, administrative or administrative other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“ProceedingsActions”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, Subsidiaries except for those any such Actions that would notnot reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i“Liabilities”) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the that would be required by GAAP to be reflected on a consolidated balance sheet financial statements of the Company and its Subsidiaries, except (a) as of June 30, 2017, and the notes thereto set forth reflected or reserved against in the Company’s annual report on Form 10-K consolidated financial statements (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the date hereof, (b) for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations Liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out the date of the Transaction Documents most recent balance sheet included in the Company Reports, (and which c) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (d) for Liabilities that do not arise out of constitute a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or are not reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement. Neither As of the date hereof, neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement (“Judgment”) of or with any Governmental Entity that wouldwhich has, or would reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or would reasonably be expected to have, a Company Material Adverse Effect (except to prevent or materially impair the extent expressly consented to consummation of the transactions contemplated by Parent pursuant to Section 5.06)this Agreement.