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 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, except for those that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. 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 or award of any Governmental Entity. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business since September 30, 2019; (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Securities Act).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Significant Subsidiaries which would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company Parent or any of its Significant Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to result in have a Company Parent Material Adverse Effect. Neither the Company Parent nor any of its Significant 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 of the Company Parent or any of its Significant Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Parent Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business since September 30, 2019; (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to result in have a Company Parent Material Adverse Effect. Neither the Company Parent nor any of its Significant Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among the Company Parent or any of its Significant Subsidiaries, on the one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Securities Act).

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries which to the Knowledge of the Company would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the Voting Agreement. 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 or award of any Governmental Entity. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i1) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii2) liabilities or obligations incurred in the ordinary course of business since September 30December 31, 20192017; (iii3) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv4) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating This Section 5.1(g) shall not apply to any transaction actions, suits, claims, hearings, arbitrations, investigations or relationship between or among other proceedings against the Company or any of its SubsidiariesSubsidiaries or any of their respective directors to the extent arising out of the Merger Agreement, on the one hand, and any other Person, including any structured finance, special purpose Merger or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Securities Act)transactions contemplated by this Agreement.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries which which, to the Knowledge of Parent, would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company Parent or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to result in have a Company Parent Material Adverse EffectEffect , or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the Voting Agreement. Neither the Company 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 of the Company Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Parent Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business since September 30December 31, 20192017; (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to result in have a Company Parent Material Adverse Effect. Neither the Company Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among the Company or Parent and/or any of its Subsidiaries, on the one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Securities Act). This Section 5.2(g) shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the Parent or any of its Subsidiaries or any of their respective Subsidiaries or Affiliates to the extent arising out of the Merger Agreement, the Merger or the other transactions contemplated by this Agreement.

Litigation and Liabilities. There are no Except as and to the extent disclosed in the Company Filed Reports, neither the Company nor any of its Subsidiaries has any (i) civil, criminal or administrative actions, suits, claims, litigation, hearings, arbitrations, investigations or other proceedings governmental or judicial proceedings, investigations or arbitrations pending or, to the Knowledge of the Company, threatened against the Company or any of its affiliates or any of their respective properties, assets or businesses, or, to the Knowledge of the Company, any of the Company’s or its Subsidiaries’ current or former directors or officers or any other Person whom the Company or any of its Subsidiaries has agreed to indemnify, (ii) outstanding Orders of any Governmental Entity against the Company, its Subsidiaries, any of their respective properties, assets or businesses, or, to the Knowledge of the Company, any of the Company’s or its Subsidiaries’ current or former directors or officers or any other Person whom the Company or any Subsidiary has agreed to indemnify, or (iii) obligations or liabilities of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable, unliquidated or otherwise, whether due or to become due and whether or not required to be disclosed (including those relating to matters involving any environmental and occupational safety and health matters, or any other facts or circumstances of which the Company has Knowledge that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiariesaffiliates), except for those that which would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. Neither Effect and, in the Company nor any cases 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 of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred iii), those arising in the ordinary course of business since September 30, 2019; (iii) liabilities or obligations incurred in connection consistent with the transactions contemplated hereby; and (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effectpast practice. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement Contract (including without limitation any Contract relating to any transaction or relationship between or among the Company or and any of its Subsidiaries, on the one hand, and any other Personunconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or Person, on the other hand), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any “off-balance sheet arrangement” (as defined of its Subsidiaries in Item 303(a) of Regulation S-K of the Securities Act)Company’s or its Subsidiaries’ published financial statements.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries which to the Knowledge of the Company would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement. 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 or award of any Governmental Entity. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i1) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii2) liabilities or obligations incurred in the ordinary course of business since September 30, 20192016; (iii3) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv4) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating This Section ‎5.1(g) shall not apply to any transaction actions, suits, claims, hearings, arbitrations, investigations or relationship between or among other proceedings against the Company or any of its SubsidiariesSubsidiaries or any of their respective directors to the extent arising out of the Merger Agreement, on the one hand, and any other Person, including any structured finance, special purpose Merger or limited purpose Person, on the other hand)transactions contemplated by this Agreement. For purposes of this Agreement, or any “off-balance sheet arrangementKnowledge” means (as defined i) with respect to the Company, the actual knowledge after reasonable inquiry of the individuals listed in Item 303(aSection ‎5.1(g) of Regulation S-K the Company Disclosure Letter and (ii) with respect to Parent, the actual knowledge after reasonable inquiry of the Securities Act)individuals listed in Section ‎1.1 of the Parent Disclosure Letter.

Litigation and Liabilities. There Except as set forth in Section 4.7 of the Company Disclosure Schedule, 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 (“Actions”) pending or, to the Knowledge of the Company, threatened in writing 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, except for those any such Actions that would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. Neither There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise (“Liabilities”) that would be required by GAAP to be reflected on a consolidated financial statements of the Company and its Subsidiaries, except (a) as reflected or reserved against in the Company’s 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 Liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Reports, (c) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (d) for Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement. As of the date hereof, 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 decree, award, stipulation or award settlement (“Judgment”) of any Governmental Entity. There are no liabilities or obligations of Entity which is material to the Company and its Subsidiaries, taken as a whole, or any is reasonably likely to prevent or materially impair the consummation of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business since September 30, 2019; (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Securities Act)by this Agreement.

Litigation and Liabilities. There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries which to the Knowledge of the Company would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any Voting Agreement. 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 or award of any Governmental Entity. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i1) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii2) liabilities or obligations incurred in the ordinary course of business since September 30, 20192016; (iii3) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv4) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating This Section 5.1(g) shall not apply to any transaction actions, suits, claims, hearings, arbitrations, investigations or relationship between or among other proceedings against the Company or any of its SubsidiariesSubsidiaries or any of their respective directors to the extent arising out of the Merger Agreement, on the one hand, and any other Person, including any structured finance, special purpose Merger or limited purpose Person, on the other hand)transactions contemplated by this Agreement. For purposes of this Agreement, or any “off-balance sheet arrangementKnowledge” means (as defined i) with respect to the Company, the actual knowledge after reasonable inquiry of the individuals listed in Item 303(aSection 5.1(g) of Regulation S-K the Company Disclosure Letter and (ii) with respect to Parent, the actual knowledge after reasonable inquiry of the Securities Act)individuals listed in Section 1.1 of the Parent Disclosure Letter.

Litigation and Liabilities. There Except as disclosed in the Company Reports filed prior to the date hereof, there are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or assets except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. Set forth in Section 5.1(g) of the Company Disclosure Letter is a complete list of all civil, criminal or administrative actions, suits, claims (other than individual customer complaints which would reasonably are received in the ordinary course of business, consistent with past practice, and as to which no suit, action or arbitration has been commenced), hearings, investigations or proceedings, pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates or any of their respective properties or assets as of the date hereof. The Company has delivered to Parent a true and complete copy of its customer complaint log which is maintained in the ordinary course of business. Except for those obligations and liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the 1999 10-K, and for obligations and liabilities incurred in the ordinary course of business consistent with prior practice since December 31, 1999, neither the Company nor any of its Subsidiaries has incurred any obligations or liabilities of any nature whatsoever, whether absolute, accrued, contingent, known, unknown or otherwise and whether or not required to be expected disclosed on a balance sheet prepared in accordance with GAAP or statutory accounting principles, including those relating to matters involving any Environmental Law (as defined in Section 5.1(k)), or any other facts or circumstances of which the Company has knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its SubsidiariesAffiliates, except for those that would are not, individually or in the aggregate, reasonably be expected likely to result in have a Company Material Adverse Effect. Neither Effect or prevent, materially delay or materially impair the Company 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 ability of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the most recent balance sheet included in the Company Reports or in the notes to such balance sheet; (ii) liabilities or obligations incurred in the ordinary course of business since September 30, 2019; (iii) liabilities or obligations incurred in connection with consummate the transactions contemplated hereby; by this Agreement and (iv) liabilities or obligations that would not, individually or the Stock Option Agreement. As used in the aggregateAgreement, reasonably be expected to result in a Company Material Adverse Effect. Neither the phrase "knowledge of the Company" means the actual knowledge of those people set forth on Section 5.1(g) of the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Securities Act)Disclosure Letter.