Common use of Claims and Proceedings Clause in Contracts

Claims and Proceedings. Except as set forth on SCHEDULE 2.15, there are no outstanding Orders of any Governmental Body against or involving the Company, any of the Subsidiaries or the Business. Except as set forth on SCHEDULE 2.15, there are no actions, suits, claims or counterclaims or legal, administrative or arbitral proceedings or investigations (collectively, "CLAIMS") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or threatened on the date hereof, against or involving the Company, any of the Subsidiaries or any of their respective Assets or the Business. SCHEDULE 2.15 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insurance. Except as set forth on SCHEDULE 2.15, to the knowledge of the Company or Sellers, on the date hereof, there is no fact, event or circumstances that would give rise to any uninsured Claim. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on SCHEDULE 2.15 have been timely and duly given and, except as set forth on SCHEDULE 2.15, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of the Company or Sellers, threatened that would give rise to any right of indemnification on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the Subsidiaries.

Claims and Proceedings. Except as set forth on SCHEDULE Schedule 2.15, there are no outstanding Orders of any Governmental Body against or involving the Company, any of the Subsidiaries Company or the Business. Except as set forth on SCHEDULE Schedule 2.15, there are no actions, suits, claims or counterclaims or legal, administrative or arbitral proceedings or investigations (collectively, "CLAIMSClaims") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or threatened on the date hereof, against or involving the Company, any of the Subsidiaries or any of their respective its Assets or the Business. SCHEDULE Schedule 2.15 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insurance. Except as set forth on SCHEDULE Schedule 2.15, at the Closing there will be no such Claims pending or threatened, other than Claims by the Company's lenders, vendors or suppliers or claims that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Condition of the Business. Except as set forth on Schedule 2.15, to the actual knowledge of the Company or Sellers, on the date hereof, there is no fact, event or circumstances that would give rise to any uninsured Claim. As of the Closing, except with respect to past due payment obligations to the Company's lenders, vendors and suppliers, there will exist no such fact, event or circumstance known to Sellers that would give rise to any uninsured Claim that, if pending or threatened on the Closing Date, could reasonably be expected to have a material adverse effect on the Condition of the Business. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on SCHEDULE Schedule 2.15 have been timely and duly given and, except as set forth on SCHEDULE Schedule 2.15, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of the Company or Sellers, threatened that would give rise to any right of indemnification on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the SubsidiariesCompany.

Claims and Proceedings. Except as set forth on SCHEDULE 2.15Schedule 3.12, there are no outstanding Orders of any Governmental Body against or involving the CompanySeller, any of the Subsidiaries Assets or the BusinessFunnoodle Product Line. Except as set forth on SCHEDULE 2.153.12, there are no actions, suits, claims or counterclaims counterclaims, examinations, audits or legal, administrative administrative, governmental, arbitral or arbitral other proceedings or investigations (collectively, "CLAIMS") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or or, to the knowledge of the Seller and ▇'▇▇▇▇▇▇, threatened on the date hereof, against or involving the CompanySeller, any of the Subsidiaries or any of their respective Assets or the BusinessFunnoodle Product Line. SCHEDULE 2.15 3.12 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insurance. Except as set forth on SCHEDULE 2.153.12, there have been no Claims served upon the Seller and, to the knowledge of each of the Company Seller and ▇'▇▇▇▇▇▇, there are no such Claims pending or Sellersthreatened, other than Claims that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Condition of the Funnoodle Product Line. Except as set forth on SCHEDULE 3.12, to the knowledge of each of the Seller and ▇'▇▇▇▇▇▇, on the date hereof, there is no fact, event or circumstances circumstance that would is reasonably likely to give rise to any uninsured Claim. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on SCHEDULE 2.15 have been timely and duly given and, except as set forth on SCHEDULE 2.153.12, no insurance company has asserted that such any Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of the Company or Sellers, threatened that would give rise The Seller is not a party to any right of indemnification Claim that has created any Lien on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the SubsidiariesAssets.

Claims and Proceedings. Except as set forth on in SCHEDULE 2.152.12, there are no outstanding Orders of any Governmental Body against or involving the Company, any of the Subsidiaries Assets or the Business. Except as set forth on in SCHEDULE 2.152.12, there are no actions, suits, claims or counterclaims or legal, administrative or arbitral arbitration proceedings or investigations (collectively, "CLAIMSClaims") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or or, to the Sellers' knowledge, threatened on the date hereof, against or involving the Company, any of the Subsidiaries or any of their respective Purchased Shares, the Assets or the Business. SCHEDULE 2.15 2.12 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insuranceinsurance subject to deductibles. Except as set forth in SCHEDULE 2.12, on SCHEDULE 2.15the date hereof there are no Claims pending or, to the knowledge Sellers' knowledge, threatened, other than Claims that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Condition of the Company or Sellers, Business. There exists on the date hereof, and there is will exist as of the Closing, no fact, event or circumstances circumstance known to the Sellers that would give rise to any uninsured ClaimClaim that is pending or threatened on the date hereof or on the Closing Date, could reasonably be expected to have a material adverse effect on the Condition of the Business. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on in SCHEDULE 2.15 2.12 have been timely and duly given and, except as set forth on in SCHEDULE 2.152.12, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of the Company or Sellers' knowledge, threatened that would give rise to any right of indemnification on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the SubsidiariesCompany.

Claims and Proceedings. Except as set forth on SCHEDULE 2.15Schedule ---------------------- -------- 4.12, to the knowledge of the Company, there are no outstanding Orders of any ---- Governmental Body against or involving the Company, any of the Subsidiaries its Assets, its business, or the BusinessGibralter Assets. Except as set forth on SCHEDULE 2.15Schedule 4.12, to the knowledge of ------------- the Company there are no actions, suits, claims or counterclaims or legal, administrative or arbitral proceedings or investigations (collectively, "CLAIMSClaims") (whether or not the defense thereof or Liabilities liabilities in respect thereof ------ are covered by insurance), pending or or, to the Company's Knowledge, threatened on the date hereof, against or involving the Company, any of the Subsidiaries or any of their respective Assets Company Common Stock, its Assets, its business, or the Business. SCHEDULE 2.15 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insuranceOption Assets. Except as set forth on SCHEDULE 2.15Schedule -------- 4.12, on the date hereof there are no Claims pending or, to the knowledge Company's ---- Knowledge, threatened, other than Claims that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, Assets, financial condition, results of operations of the Company or Sellers, the proposed business after the Effective Date. There exists on the date hereof, and there is will exist as of the Closing, no fact, event or circumstances circumstance known to the Company that would give rise to any uninsured Claim. All notices required Claim that, if pending or threatened on the date hereof or on the Closing Date, could reasonably be expected to have been given to any insurance company listed as insuring against any Claim set forth a material adverse effect on SCHEDULE 2.15 have been timely and duly given andthe business, except as set forth on SCHEDULE 2.15Assets, no insurance company has asserted that such Claim is not covered by financial condition, prospects or results of operations of the applicable policy relating to such ClaimCompany or the Option Assets. There are no Claims pending or, to the knowledge of the Company or SellersCompany's Knowledge, threatened that would give rise to any right of indemnification on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the SubsidiariesCompany.

Claims and Proceedings. Except To the knowledge of the Sellers or the Company, except as set forth on SCHEDULE Schedule 2.15, there are no outstanding Orders as of the date of this Agreement of any Governmental Body against or involving any of the Company, any the Assets or the Business. During the period from the date hereof through the Closing Date, no such Orders will be entered which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the condition of the Subsidiaries or the Business. Except as set forth on SCHEDULE 2.15Schedule 2.15 or as reflected in the most recent loss runs provided to Buyer under Section 2.19, there are no actions, suits, claims or counterclaims or legal, administrative or arbitral proceedings or investigations (collectively, "CLAIMSClaims") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or threatened on the date hereof, by, against or otherwise involving the Company, any of the Subsidiaries or any of their respective Assets or the Business. SCHEDULE Schedule 2.15 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insurance. At the Closing there will be no such Claims pending or, to the knowledge of the Sellers or the Company, threatened, other than Claims that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Condition of the Business. Except as set forth on SCHEDULE Schedule 2.15, to the knowledge of the Company or SellersSellers and the Company, on the date hereof, there is no fact, event or circumstances circumstance that would could give rise to any uninsured Claim. As of the Closing, there will exist no such fact, event or circumstance known to the Sellers or the Company that could give rise to any Claim that, if pending or threatened on the Closing Date, could, individually or in the aggregate with all pending or threatened Claims and all such other potential Claims, reasonably be expected to have a material adverse effect on the Condition of the Business. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on SCHEDULE Schedule 2.15 have been timely and duly given and, except as set forth on SCHEDULE 2.15Schedule 2.15 or the most recent loss runs referred to above, no insurance company has asserted that any such Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of the Company or Sellers, threatened that would give rise to any right of indemnification on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the Subsidiaries.

Claims and Proceedings. Except as set forth on SCHEDULE 2.15---------------------- Schedule 2.13, there are no outstanding Orders of any Governmental ------------- Body against or involving Delta, the Company, any of the Subsidiaries Business or the BusinessPurchased Shares. Except as set forth on SCHEDULE 2.15Schedule 2.13, there are no actions, suits, ------------- claims or counterclaims or legal, administrative or arbitral proceedings or investigations (collectively, "CLAIMSClaims") (whether or not ------ the defense thereof or Liabilities in respect thereof are covered by insurance), pending or or, to the Stockholders' knowledge, threatened on the date hereof, against or involving Delta, the CompanyPurchased Shares, any of the Subsidiaries or any of their respective Assets or the Business. SCHEDULE 2.15 Schedule 2.13 also indicates those Claims the ------------- defense thereof or Liabilities in respect thereof are covered by insurance. Except as set forth on SCHEDULE 2.15Schedule 2.13, on the date hereof ------------- there are no Claims pending or, to the knowledge Stockholders' knowledge, threatened, other than Claims that, individually or in the aggregate, could not reasonably be expected to have an adverse effect on the Condition of the Company or SellersBusiness. Except as set forth on Schedule 2.13, on ------------- the date hereof, there is no fact, event or circumstances that would give rise to any uninsured Claim. There exists on the date hereof, and there will exist as of the Closing, no such fact, event or circumstance known to the Stockholders that would give rise to any Claim that, if pending or threatened on the date hereof or on the Closing Date, could reasonably be expected to have an adverse effect on the Condition of the Business. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on SCHEDULE 2.15 have been timely and duly given and, except as set forth on SCHEDULE 2.15, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of the Company or Sellers, threatened that would give rise to any right of indemnification on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the Subsidiaries.Schedule --------

Claims and Proceedings. Except as set forth on SCHEDULE 2.15Schedule 2.12, there are no outstanding Orders of any Governmental Body against or involving Seller, the Company, any of the Subsidiaries Assets or the Business. Except as set forth on SCHEDULE 2.152.12, there are no material actions, suits, claims or counterclaims counterclaims, examinations, audits or legal, administrative administrative, governmental, arbitral or arbitral other proceedings or investigations (collectively, "CLAIMS") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or or, to the knowledge of Seller, threatened on the date hereof, against or involving Seller, the Company, any of the Subsidiaries or any of their respective Assets or the Business. SCHEDULE 2.15 2.12 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insurance. Except as set forth on SCHEDULE 2.152.12, at the Closing there will be no such Claims pending or, to the knowledge of Seller, threatened, other than Claims that, individually or in the Company or Sellersaggregate, could not reasonably be expected to have a material adverse effect on the Condition of the Business. Except as set forth on SCHEDULE 2.12, to the knowledge of Seller, on the date hereof, there is no fact, event or circumstances circumstance that would is reasonably likely to give rise to any uninsured material Claim. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on SCHEDULE 2.15 have been timely and duly given and, except as set forth on SCHEDULE 2.152.12, no insurance company has asserted that such any asserted Claim that exists as of the date of this Agreement is not covered by the applicable policy relating to such Claimany Claim submitted to it. There are no Claims pending or, to the knowledge of the Company or Sellers, threatened that would give rise Seller is not a party to any right of indemnification Claim that has created any Lien on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the SubsidiariesAssets.

Claims and Proceedings. Except as set forth on SCHEDULE 2.15, there There are no outstanding Orders of any Governmental Body against or involving the Company, any of the Subsidiaries CIA or the Business. Except as set forth on SCHEDULE 2.15Schedule 2.1(o) or as reflected in the most recent loss runs provided to Buyer under Section 2.1(s), there are no actions, suits, claims or counterclaims or legal, administrative or arbitral proceedings or investigations (collectively, "CLAIMSClaims") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or threatened on the date hereof, against or involving the CompanyCIA, any of the Subsidiaries or any of their respective its Assets or the Business. SCHEDULE 2.15 Schedule 2.1(o) also indicates those Claims for which the defense thereof or Liabilities in respect thereof are covered by insurance. At the Closing there will be no such Claims pending or, to the knowledge of CIA, threatened, other than Claims that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Condition of the Business. Except as set forth on SCHEDULE 2.15Schedule 2.1(o), to the knowledge of the Company or SellersCIA, on the date hereof, there is no fact, event or circumstances circumstance that would give rise to any uninsured Claim. As of the Closing, there will exist no such fact, event or circumstance known to CIA that would give rise to any Claim that, if pending or threatened on the Closing Date, could reasonably be expected to have a material adverse effect on the Condition of the Business. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on SCHEDULE 2.15 Schedule 2.1(o) have been timely and duly given and, except as set forth on SCHEDULE 2.15Schedule 2.1(o) or the most recent loss runs referred to above, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of the Company or SellersCIA, threatened that would give rise to any right of indemnification on the part of any partner, director or officer of the Company or any of the Subsidiaries CIA, or the heirs, executors or administrators of such any partner, director or officer, against the Company or any of the SubsidiariesCIA.

Claims and Proceedings. Except as set forth on SCHEDULE Schedule 2.15, there are no outstanding Orders of any Governmental Body against or involving the Company, any of the Subsidiaries CoMed or the Business. Except as set forth on SCHEDULE Schedule 2.15, there are no actions, suits, claims or counterclaims or legal, administrative or arbitral proceedings or investigations (collectively, "CLAIMSClaims") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or, to the knowledge of CoMed or the Shareholders, threatened on the date hereof, against or involving CoMed or any of the CompanyShareholders, any of the Subsidiaries or any of their respective CoMed's Assets or the Business. SCHEDULE Schedule 2.15 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insurance. Except as set forth on SCHEDULE Schedule 2.15, at the Closing there will be no such Claims pending or, to the knowledge of CoMed or the Shareholders, threatened, other than Claims that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Condition of the Business. Except as set forth on Schedule 2.15, to the knowledge of CoMed or the Company or SellersShareholders, on the date hereof, there is no fact, event or circumstances circumstance that would give rise to any uninsured Claim. As of the Closing, there will exist no such fact, event or circumstance known to CoMed or the Shareholders that would give rise to any uninsured Claim that, if pending or threatened on the Closing Date, could reasonably be expected to have a material adverse effect on the Condition of the Business. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on SCHEDULE Schedule 2.15 have been timely and duly given and, except as set forth on SCHEDULE Schedule 2.15, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of CoMed or the Company or SellersShareholders, threatened that would give rise to any right of indemnification on the part of any director or officer of the Company or any of the Subsidiaries CoMed or the heirs, executors or administrators of such director or officer, against the Company or any of the SubsidiariesCoMed.

Claims and Proceedings. Except as set forth on in SCHEDULE 2.152.12, there are no outstanding Orders of any Governmental Body against or involving the Company, any of the Subsidiaries Assets or the Business. Except as set forth on in SCHEDULE 2.152.12, there are no actions, suits, claims or counterclaims or legal, administrative or arbitral arbitration proceedings or investigations (collectively, "CLAIMSClaims") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or or, to the Sellers' knowledge, threatened on the date hereof, against or involving the Company, any of the Subsidiaries or any of their respective Purchased Membership Interests, the Assets or the Business. SCHEDULE 2.15 2.12 also indicates those Claims the defense thereof or Liabilities in respect thereof are covered by insuranceinsurance subject to deductibles. Except as set forth in SCHEDULE 2.12, on SCHEDULE 2.15the date hereof there are no Claims pending or, to the knowledge Sellers' knowledge, threatened, other than Claims that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the Condition of the Company or Sellers, Business. There exists on the date hereof, and there is will exist as of the Closing, no fact, event or circumstances circumstance known to the Sellers that would give rise to any uninsured ClaimClaim that I pending or threatened on the date hereof or on the Closing Date, could reasonably be expected to have a material adverse effect on the Condition of the Business. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on in SCHEDULE 2.15 2.12 have been timely and duly given and, except as set forth on in SCHEDULE 2.152.12, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. There are no Claims pending or, to the knowledge of the Company or Sellers' knowledge, threatened that would give rise to any right of indemnification on the part of any director or officer of the Company or any of the Subsidiaries or the heirs, executors or administrators of such director or officer, against the Company or any of the SubsidiariesCompany.