Common use of Litigation and Claims Clause in Contracts

Litigation and Claims. (a) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, there are no civil, criminal or administrative actions, suits, demands, claims, hearings, proceedings or investigations pending against, or, to the Knowledge of Seller, threatened against or affecting, or otherwise relating to Seller or any of its Affiliates, the Transferred Assets, any Specified Business or the Transaction, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets is subject to any order, writ, judgment, award, injunction or decree of any court or governmental or regulatory authority of competent jurisdiction or any arbitrator or arbitrators, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation and Claims. (a) Except (i) to the extent PSB shall promptly notify Summit in writing of any Claims threatened or commenced litigation, or of any claim, controversy or contingent liability that will might reasonably be discharged (expected to be asserted or become the functional equivalent thereof in terms subject of its effect on Buyerlitigation, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge against PSB or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliatesproperties, the Transferred Assets Subsidiaries or affiliates and PSB shall promptly notify Summit of any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Caselegal action, there are no civilsuit or proceeding or judicial, criminal administrative or administrative actionsgovernmental investigation, suits, demands, claims, hearings, proceedings or investigations pending against, or, to the Knowledge knowledge of SellerPSB, threatened against PSB that questions or affectingmight question the validity of this Agreement or the transactions contemplated hereby, or any actions taken or to be taken by PSB pursuant hereto or seeks to enjoin, materially delay or otherwise relating to Seller or any restrain the consummation of its Affiliates, the Transferred Assets, any Specified Business or the Transaction, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttransactions contemplated hereby. (b) Except (i) to the extent Summit shall promptly notify PSB in writing of any Claims that will be discharged (threatened or the functional equivalent thereof in terms of its effect on Buyercommenced litigation, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets is subject to any order, writ, judgment, award, injunction or decree of any court claim, controversy or governmental or regulatory authority of competent jurisdiction or any arbitrator or arbitrators, other than those contingent liability that would not, individually or in the aggregate, might reasonably be expected to have a Material Adverse Effectbe asserted or become the subject of litigation, against Summit or affecting any of its properties, Subsidiaries or affiliates and Summit shall promptly notify PSB of any legal action, suit or proceeding or judicial, administrative or governmental investigation, pending or, to the knowledge of Summit, threatened against Summit that questions or might question the validity of this Agreement or the transactions contemplated hereby, or any actions taken or to be taken by Summit pursuant hereto or seeks to enjoin, materially delay or otherwise restrain the consummation of the transactions contemplated hereby. (c) PSB shall give Summit the opportunity to participate in the defense or settlement of any shareholder litigation against PSB or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement. PSB may not enter into any settlement agreement in respect of any shareholder litigation against PSB or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement without Summit’s prior written consent (such consent not to be unreasonably withheld or delayed). For purposes of this Section 6.14, “participate” means that Summit will be kept apprised of the proposed strategy and other significant decisions with respect to the litigation by PSB (to the extent the attorney-client privilege, work product or other similar privilege between the litigating party and its counsel is not undermined or otherwise affected), and Summit may offer comments or suggestions with respect to the litigation but will not be afforded any decision-making power or other authority over the litigation except for the settlement consent set forth above.

Litigation and Claims. (a) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or Assetsor any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, there are no civil, criminal or administrative actions, suits, demands, claims, hearings, proceedings or investigations pending against, or, to the Knowledge of Seller, threatened against or affecting, or otherwise relating to Seller or any of its Affiliates, the Transferred Assets, any Specified Business or the Transaction, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets is subject to any order, writ, judgment, award, injunction or decree of any court or governmental or regulatory authority of competent jurisdiction or any arbitrator or arbitrators, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation and Claims. (a) Except as set forth in Section 4.11(a) of the DiverseyLever Disclosure Schedule and except for matters relating to Environmental Matters (as to which no representation or warranty is being made except as set forth in Section 4.13), there is no Legal Proceeding or investigation pending or, to Conopco’s knowledge, threatened against any member of the Unilever Group (and related to the conduct of the DiverseyLever Business) or any Company, (i) to the extent involving amounts in excess of any Claims that will be discharged ($1,000,000, or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Casethat has or would reasonably be expected to, there are no civildirectly or indirectly, criminal or administrative actions, suits, demands, claims, hearings, proceedings or investigations pending against, or, to the Knowledge of Seller, threatened against or affecting, or otherwise relating to Seller or any of its Affiliates, the Transferred Assets, any Specified Business or the Transaction, other than those that prevent (in a way which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectresult in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $1,000,000), materially impede or delay the consummation of the transactions contemplated hereby. (b) Except as set forth in Section 4.11(b) of the DiverseyLever Disclosure Schedule and except for matters relating to Environmental Matters (as to which no representation or warranty is being made except as set forth in Section 4.13), (i) no member of the Unilever Group (in relation to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified DiverseyLever Business, the Transferred Assets ) and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as none of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets Companies is subject to any order, writ, judgment, award, injunction injunction, or decree of of, or has given any legally binding undertaking or assurance in connection with any Legal Proceeding or investigation to, any court or governmental or regulatory authority of competent jurisdiction or Governmental Authority or any arbitrator or arbitratorsarbitrators (“Orders”), other than those that and (ii) there are no internal or, to Conopco’s knowledge, outside investigations of any member of the Unilever Group (with respect to their conduct of the DiverseyLever Business) or any of the Companies concerning any actual or potential violations of Applicable Law, in each case, which has resulted, or would not, individually or in the aggregate, reasonably be expected to have result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $1,000,000. (c) The list of Legal Proceedings, Orders and investigations commenced at any time during the two years prior to the date of this Agreement involving amounts in excess of $1,000,000 to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete. (d) The list of Legal Proceedings involving, in each case, amounts in excess of $1,000,000, arising under or asserted in connection with the indemnification provisions or any similar provisions in any acquisition agreement between any member of the Unilever Group and a Material Adverse Effectthird party with respect to any Company or the DiverseyLever Business or any portion thereof commenced in the five years prior to the date of this Agreement relating to the acquisition of any Company or portion of the DiverseyLever Business having a value at the time of acquisition in excess of $10,000,000 to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete.

Litigation and Claims. (a) Except (i) to Other than the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified BusinessCompeting Applications, the Transferred Assets Ongoing WCS Rulemaking Proceedings, and the Assumed Liabilities) pursuant to the Discharge (Ongoing Canadian WCS Rulemaking Proceedings, there is no pending or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of SellerCompany’s Knowledge, not arising from actionsthreatened, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, there are no civil, criminal or administrative action, suit, litigation, claim, legal actions, suitspetition, demandsarbitration, claimsmediation, hearingshearing, proceedings inquiry, governmental investigation, review or investigations other legal, administrative or tax proceeding (“Actions”) with respect to the Company or any of its Subsidiaries by or before any Governmental Entity having jurisdiction or authority over the Company or its Subsidiaries, nor any orders, judgments, awards, settlements, injunctions, or decrees (“Orders”) by, or before, any Governmental Entity pending against, or, to the Knowledge of SellerCompany’s Knowledge, threatened threatened, against or affectingrelating to the Company, any of its Subsidiaries, or any of the Company’s or its Subsidiaries’ assets (including the Transferred Spectrum Assets or the Additional Spectrum Assets) or businesses that (i) questions or contests the validity of the Company’s or its Subsidiaries’ qualification to hold the Transferred Spectrum Assets, (ii) could impose a fine, sanction, penalty, forfeiture, damages or contribution in connection with the ownership or use of the Transferred Spectrum Assets or the Additional Spectrum Assets, or (iii) would reasonably be expected to result in the revocation, cancellation, non-renewal, suspension, termination, forfeiture or modification of the Transferred Spectrum Assets or the Additional Spectrum Assets or otherwise relating result in a material liability to Seller the Company or any of its Affiliates, Subsidiaries. The Company and its Subsidiaries are not in Default under any Order affecting the Transferred Spectrum Assets or the Additional Spectrum Assets, and neither the Company nor any Specified Business of its Subsidiaries is a party to or bound by any Order that affects the Transferred Spectrum Assets or the TransactionAdditional Spectrum Assets, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectOrders affecting holders of wireless licenses generally. (b) Except (i) to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge) and, to the Knowledge of Seller, not arising from actions, omissions or circumstances continuing as of the Closing and affecting or otherwise relating to Seller or any of its Affiliates, the Transferred Assets or any Specified Business and (ii) for the SEC/DOJ Matters and the pendency of the Reorganization Case, none of Seller, any of its Affiliates or any of the Transferred Assets is subject to any order, writ, judgment, award, injunction or decree of any court or governmental or regulatory authority of competent jurisdiction or any arbitrator or arbitrators, other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.