Common use of Litigation and Disputes Clause in Contracts

Litigation and Disputes. (a) Except as set forth in Section 4.18 of the Disclosure Schedule, there are no (i) Actions pending or, to the Knowledge of the Company or Timken, threatened against the Company or its Subsidiaries or, with respect to the transactions contemplated by this Agreement and the Related Agreements, Timken, nor, to the Knowledge of the Company or Timken, is there any reasonable basis therefor, including any Actions that challenge, or question the validity of, this Agreement, any Related Agreement or any action taken or to be taken by Timken or the Company in connection with, or which seeks to enjoin or obtain monetary damages in respect of, the consummation of the transactions contemplated hereby or thereby, or (ii) Orders against the Company or its Subsidiaries or involving any of its properties or assets or, to the Knowledge of the Company or Timken, against any stockholder, director or officer of the Company or its Subsidiaries in its capacity as such. Neither the Company or its Subsidiaries nor, to the Knowledge of the Company or Timken, any of the stockholders, officers or directors (in their capacities as such) of the Company or its Subsidiaries, is in default under or with respect to any Order described above. (b) Section 4.18 of the Disclosure Schedule sets forth all Actions filed with a state or federal court or arbitrator that (i) to the Knowledge of the Company or Timken, involved the Company or its Subsidiaries within the past five (5) years and (ii) are no longer pending (the “Prior Actions”). All of the Prior Actions have been concluded in their entirety and the Company and its Subsidiaries do not or will not have any Liabilities with respect to the Prior Actions. The Company and its Subsidiaries have provided Buyer with all material written communications relating to the Prior Actions between the Company and its Subsidiaries and a Governmental Authority and any Orders related thereto.

Litigation and Disputes. (a) Except as set forth in Section 4.18 3.15(a) of the Disclosure Schedule, there are no (i) Actions legal, administrative, governmental or regulatory proceedings or other actions, suits, proceedings, claims, arbitrations, mediations, investigations or alternative dispute resolution procedures by or before any arbitrator, mediator, court or other Governmental Authority (collectively, “Actions”) pending or, to the Knowledge knowledge of the Company or TimkenCompany, threatened against the Company or its Subsidiaries or, with respect to the transactions contemplated by this Agreement and the Related Agreements, TimkenCompany, nor, to the Knowledge knowledge of the Company or TimkenCompany, is there any reasonable basis therefor, including any Actions that challenge, or question the validity of, this Agreement, any Related Agreement or any action taken or to be taken by Timken or the Company in connection with, or which seeks to enjoin or obtain monetary damages in respect of, the consummation of the transactions contemplated hereby or thereby, or (ii) Orders judgments, rulings, orders, writs, decrees, stipulations, settlements, injunctions or determinations of any Governmental Authority or arbitrator against the Company or its Subsidiaries or involving any of its properties or assets or, to the Knowledge knowledge of the Company or TimkenCompany, against any stockholderStockholder, director or officer of the Company or its Subsidiaries in its capacity as such, or (iii) material disputes with advertisers, sponsors or users. Neither the Company or its Subsidiaries nor, to the Knowledge knowledge of the Company or TimkenCompany, any of the stockholdersStockholders, officers or directors (in their capacities as such) of the Company or its SubsidiariesCompany, is in default under or with respect to any Order judgment, ruling, order, writ, decree, stipulation, settlement, injunction or determination described above. (b) Section 4.18 3.15(b) of the Disclosure Schedule sets forth all Actions filed with a state or federal court or arbitrator that (i) to the Knowledge knowledge of the Company or TimkenCompany, involved the Company or its Subsidiaries within the past five (5) years at any time and (ii) are no longer pending (the “Prior Actions”). All of the Prior Actions have been concluded in their entirety and the Company and its Subsidiaries do does not or will not have any Liabilities with respect to the Prior Actions. The Company and its Subsidiaries have has provided Buyer Parent with all material written communications relating to the Prior Actions between the Company and its Subsidiaries and a Governmental Authority and any Orders judgments, rulings, orders, writs, decrees, stipulations, settlements, injunctions of determinations related thereto.