Common use of Litigation; Liabilities Clause in Contracts

Litigation; Liabilities. (a) Except as disclosed in the Target's audited financial statements for the years ended December 31, 1998 and 1997 up to the date hereof, there are no civil, criminal or administrative actions, suits or claims, proceedings (including condemnation proceedings), hearings or investigations pending or, to the knowledge of the Target, threatened against, or otherwise adversely affecting the Target or any of its Subsidiaries or any of their respective assets or properties. (b) Neither the Target nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity, that materially restricts the conduct of its business (whether the type of business, the location thereof or otherwise), nor to the knowledge of the Target, has any Governmental Entity proposed issuing or requesting any of the foregoing. (c) Neither the Target nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except (i) liabilities described in the Target's audited financial statements for the years ended December 31, 1998 and 1997 or (ii) liabilities incurred since the end of the Target's most recently completed fiscal year in the ordinary course of its business consistent with past practices.

Litigation; Liabilities. (ai) Except as disclosed in the Target's audited financial statements for the years ended December 31, 1998 and 1997 up to the date hereof, there are no civil, criminal or administrative actions, suits or claims, proceedings (including condemnation proceedings), hearings or investigations pending or, to the knowledge of the Target, threatened against, or otherwise adversely affecting the Target or any of its Subsidiaries or any of their respective assets or properties. (bii) Neither the Target nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity, that materially restricts the conduct of its business (whether the type of business, the location thereof or otherwise), nor to the knowledge of the Target, has any Governmental Entity proposed issuing or requesting any of the foregoing. (ciii) Neither the Target nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except (i) liabilities described in the Target's audited financial statements for the years ended December 31, 1998 and 1997 or (ii) liabilities incurred since the end of the Target's most recently completed fiscal year in the ordinary course Ordinary Course of its business Business consistent with past practices.

Litigation; Liabilities. (ai) Except as disclosed in the Target's audited financial statements for the years ended December 31, 1997 and 1998 and 1997 up to the date hereof, there are no civil, criminal or administrative actions, suits or claims, proceedings (including condemnation proceedings), hearings or investigations pending or, to the knowledge of the TargetTarget or any Target Stockholder, threatened against, or otherwise adversely affecting the Target or any of its Subsidiaries or any of their respective assets or properties. (bii) Neither the Target nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity, that materially restricts the conduct of its business (whether the type of business, the location thereof or otherwise), nor to the knowledge of the TargetTarget or any Target Stockholder, has any Governmental Entity proposed issuing or requesting any of the foregoing. (ciii) Neither the Target nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except (i) liabilities described in the Target's audited financial statements for the years ended December 31, 1997 and 1998 and 1997 or (ii) liabilities incurred since the end of the Target's most recently completed fiscal year in the ordinary course Ordinary Course of its business consistent with past practicesBusiness consistent.