Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. As of the date of this Agreement, there are no civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, other than any such Actions that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise (“Liabilities”), except (i) as reflected or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the date hereof, (ii) 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, (iii) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (iv) 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. 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 any Governmental Entity which has, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or is reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. As of Except as disclosed in the Company -------------------------- Reports filed with the SEC prior to the date of this Agreementhereof, there are no civil, criminal, administrative or other investigative actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations hearings or other proceedings (“Actions”) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiariessubsidiaries, other than any such Actions those that are not reasonably likely to havelikely, individually or in the aggregate, to have a Company Material Adverse Effect. There Except for those liabilities and obligations that are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise (“Liabilities”), except (i) as fully reflected or reserved against in on the Company’s consolidated balance sheets (and sheet of the notes thereto) Company included in its Annual Report on Form 10-K for the Company Reports filed after the Applicable Date but prior to the date hereofyear ended December 31, (ii) 1999, and for Liabilities obligations and liabilities incurred in the ordinary course of business consistent with past practice since the date Audit Date, neither the Company nor any of the most recent its subsidiaries has incurred any obligation or liabilities of any nature whatsoever, whether absolute, accrued, contingent, known, unknown or otherwise, and whether or not required to be disclosed on a balance sheet included prepared in accordance with GAAP, or any other facts or circumstance of which the Company has knowledge that could reasonably result in any claims against, or obligations or liabilities of, the Company or any of its Affiliates, except for those that are not reasonably likely, individually or in the aggregate, to have a Company Reports, (iii) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (iv) Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent prevent, materially delay or materially impair the consummation ability of the Company to consummate the transactions contemplated by this Agreement. Neither As used in this Agreement, the term "knowledge" or any similar formulation of knowledge, including "known by it", when used with respect to the Company, shall mean the actual knowledge (after a reasonable investigation) of the persons set forth on Schedule 2.1(g) of 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 any Governmental Entity which has, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or is reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this AgreementDisclosure Letter.

Litigation and Liabilities. As of the date of this Agreement, there (i) There are no (a) civil, criminalcriminal or administrative actions, administrative or other actionsinformation requests, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (collectively, “ActionsClaims”) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, other than any such Actions that are not reasonably likely to have, individually Subsidiaries or (b) except as reflected or reserved against in the aggregateCompany’s audited consolidated balance sheet for the year ending December 31, a Material Adverse Effect. There are no 2005 (and the notes thereto) and for obligations or liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2005 (and reflected or reserved against in the Company’s unaudited consolidated balance sheet for the nine months ended September 30, 2006, to the extent incurred prior to such date), obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances of which the Company has knowledge that is reasonably likely to result in any Claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Law (“Liabilities”as defined in Section 5.1(m)), except (i) as reflected for those that are not, individually or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the aggregate, reasonably likely to have a Company Reports filed after the Applicable Date but prior to the date hereof, Material Adverse Effect. (ii) for Liabilities incurred in Neither the ordinary course execution of business consistent with past practice since this Agreement or the date of the most recent balance sheet included in the Company Reports, (iii) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (iv) Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair Shareholder Support Agreement nor the consummation of any of the transactions contemplated hereunder or thereunder waives, modifies, compromises or extinguishes any of the Company’s rights with respect to (A) any insurance coverage relating to any actions, suits or claims against the Company or any of its Subsidiaries alleging personal injury or property damage arising from exposure to asbestos or asbestos-containing materials, or (B) any agreements, understandings or arrangements relating to any such coverage, except in the case of (A) or (B) as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iii) The defense of all actions, suits or claims currently pending against the Company or any of its Subsidiaries alleging personal injury or property damage arising from exposure to asbestos or asbestos-containing materials have been assumed by the Company’s insurers. As used in this Agreement, the term “knowledge” with respect to the Company shall mean the actual knowledge of Mxxxxxx Xxxxxx, H.X. Xxxxxx III, E. Xxxxxx Wxxxxx, Xxxxxx D. Xxxxxx, Jxxxx X. Xxxxxxxxx, Dxxxx Xxx, III, Cxxx Xxxxxxx or Txxxxxx Xxxxxxx after reasonable inquiry. 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 decree or settlement (“Judgment”) award of any Governmental Entity which has, or is reasonably likely to haveis, individually or in the aggregate, a Material Adverse Effect or is reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Litigation and Liabilities. As Except for actions, suits, claims, hearings, arbitrations, investigations or other proceedings relating to insurance and reinsurance liabilities incurred in the ordinary course of business (other than liabilities relating to bad faith claims and claims involving extra-contractual liabilities or damages in excess of policy limits), as of the date of this Agreement, there are no civil, criminal, criminal or administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, other than any such Actions that are not have had or would reasonably be likely to have, individually or in the aggregate, 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 (“Liabilities”), except Except (i) as for those reflected or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior with respect to the date hereofperiod ended December 31, 2006 with the SEC, (ii) for Liabilities those insurance or reinsurance 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 Reportsafter December 31, 2006 or (iii) for Liabilities incurred pursuant those that are not, individually or in the aggregate, reasonably likely to the transactions contemplated by this Agreement, or (iv) Liabilities that do not constitute have a Company Material Adverse Effect or are not reasonably likely to prevent prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed on a balance sheet prepared in accordance with GAAP or SAP. 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 decree or settlement (“Judgment”) award of any Governmental Entity which has, or is reasonably likely to haveis, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or is reasonably likely to prevent prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. As Except for actions, suits, claims, hearings, arbitrations, investigations or other proceedings relating to insurance and reinsurance liabilities incurred in the ordinary course of business (other than liabilities relating to bad faith claims and claims involving extra-contractual liabilities or damages in excess of policy limits), as of the date of this Agreement, there are no civil, criminal, criminal or administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, other than any such Actions that are not have had or would reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. There Except (i) for those reflected or reserved against in the Company's consolidated balance sheets (and the notes thereto) included in the Company Reports filed with respect to the period ended December 31, 2006 with the SEC, (ii) for those insurance or reinsurance liabilities incurred in the ordinary course of business after December 31, 2006 or (iii) 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 consummation of the transactions contemplated by this Agreement, there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise (“Liabilities”), except (i) as reflected and whether or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior not required to the date hereof, (ii) for Liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent be disclosed on a balance sheet included prepared in the Company Reports, (iii) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, accordance with GAAP or (iv) 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 AgreementSAP. 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 decree or settlement (“Judgment”) award of any Governmental Entity which has, or is reasonably likely to haveis, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or is reasonably likely to prevent prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. As of the date of this Agreementhereof, there are no civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, other than Subsidiaries except for any such Actions that are would not reasonably likely expected to have, individually or in the aggregate, a Material Adverse Effect. 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 (ia) as reflected or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the date hereofFinancials, (iib) 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 ReportsFinancials, (iiic) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (ivd) 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. 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 any Governmental Entity which has, or is would reasonably likely expected to have, individually or in the aggregate, a Material Adverse Effect or is would reasonably likely be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. As of the date of this Agreementhereof, (i) there are is no civilsuit, criminalclaim, administrative action, proceeding or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) investigation pending or, to the Knowledge of the CompanyParent’s or Merger Sub’s Knowledge, threatened against the Company Parent or Merger Sub or any of its Subsidiariestheir respective Affiliates, other than except for any such Actions that are would not reasonably likely expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) neither Parent nor Merger Sub nor any of its Affiliates is a party to or subject to the provisions of any Judgment of any Governmental Entity which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no obligations or liabilities Liabilities that would be required by GAAP to be reflected on consolidated financial statements of the Company or any of Parent and its Subsidiaries, whether or not accrued, contingent or otherwise (“Liabilities”), except (ia) as reflected or reserved against in the CompanyParent’s consolidated balance sheets financial statements (and the notes thereto) included in the Company SEC Reports filed after the Applicable Date but prior to the date hereof, (iib) 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 SEC Reports, (iiic) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (ivd) 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. 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 any Governmental Entity which has, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or is reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement.

Litigation and Liabilities. As of the date of this Agreement, there are no civil, criminal, administrative administrative, investigative, or other appellate actions, suits, claims, oppositionshearings, arbitrations, litigations, mediations, hearings, arbitrationsinquiries, audits, examinations, investigations or other proceedings (“ActionsProceedings”) ), pending or, to the Knowledge of the Company, threatened in writing against the Company or Company, any of its Subsidiaries, other than or any such Actions of their respective directors, officers, or employees in their capacities as such, except for those that are not reasonably likely to havewould not, individually or in the aggregate, reasonably be 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 (“Liabilities”), except other than (i) as reflected liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2018 and the notes thereto set forth in the Company’s consolidated balance sheets quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2018 (and the notes thereto) included in the “Company Reports filed after the Applicable Date but prior to the date hereofBalance Sheet”), (ii) for Liabilities liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included June 30, 2018, which are not individually or in the Company Reportsaggregate, material in amount or nature, (iii) for Liabilities incurred pursuant to liabilities or obligations arising out of this Agreement or the transactions contemplated by this Agreementhereby, or (iv) Liabilities liabilities or obligations that do not constitute would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or are not reasonably likely to prevent or materially impair Effect. To the consummation Knowledge of the transactions contemplated by this Agreement. Neither 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 (“Judgment”) of or with any Governmental Entity which has, or is reasonably likely to havethat would, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 6.5) or is reasonably likely to prevent that would prevent, materially delay or materially impair the consummation ability of the transactions contemplated by this AgreementCompany to consummate the Merger.

Litigation and Liabilities. As of the date of this Agreement, there (i) There are no (a) civil, criminalcriminal or administrative actions, administrative or other actionsinformation requests, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (collectively, “ActionsClaims”) pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries, other than any such Actions that are not reasonably likely to have, individually Subsidiaries or (b) except as reflected or reserved against in the aggregateCompany’s audited consolidated balance sheet for the year ending December 31, a Material Adverse Effect. There are no 2005 (and the notes thereto) and for obligations or liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2005 (and reflected or reserved against in the Company’s unaudited consolidated balance sheet for the nine months ended September 30, 2006, to the extent incurred prior to such date), obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, or any other facts or circumstances of which the Company has knowledge that is reasonably likely to result in any Claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, including those relating to matters involving any Environmental Law (“Liabilities”as defined in Section 5.1(m)), except (i) as reflected for those that are not, individually or reserved against in the Company’s consolidated balance sheets (and the notes thereto) included in the aggregate, reasonably likely to have a Company Reports filed after the Applicable Date but prior to the date hereof, Material Adverse Effect. (ii) for Liabilities incurred in Neither the ordinary course execution of business consistent with past practice since this Agreement or the date of the most recent balance sheet included in the Company Reports, (iii) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (iv) Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair Shareholder Support Agreement nor the consummation of any of the transactions contemplated hereunder or thereunder waives, modifies, compromises or extinguishes any of the Company’s rights with respect to (A) any insurance coverage relating to any actions, suits or claims against the Company or any of its Subsidiaries alleging personal injury or property damage arising from exposure to asbestos or asbestos-containing materials, or (B) any agreements, understandings or arrangements relating to any such coverage, except in the case of (A) or (B) as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iii) The defense of all actions, suits or claims currently pending against the Company or any of its Subsidiaries alleging personal injury or property damage arising from exposure to asbestos or asbestos-containing materials have been assumed by the Company’s insurers. As used in this Agreement, the term “knowledge” with respect to the Company shall mean the actual knowledge of Michaxx Xxxxxx, X.X. Xxxxxx XXX, E. Gaxxxx Xxxxlx, Xxxxxx X. Xexxxx, Xxxes X. Xxxxxxxxx, Xxxid Xxx, XXX, Cody Xxxxxxx xx Xherexx Xxxxxxx xxxxr reasonable inquiry. 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 decree or settlement (“Judgment”) award of any Governmental Entity which has, or is reasonably likely to haveis, individually or in the aggregate, a Material Adverse Effect or is reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreementhave a Company Material Adverse Effect.