Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. (a) There are no Actions or other proceedings pending or, to the Company’s Knowledge, threatened, against the Company or any of its Subsidiaries, except for those made after the date hereof relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to result in a Material Adverse Effect. (b) Except as reflected or reserved against in the Company’s most recent consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement and for obligations or liabilities incurred in the Ordinary Course since the date of such consolidated balance sheets or in connection with 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, asserted or otherwise that are required to be reflected or reserved against in the financial statements contained in any Company Report, except for those that would not reasonably be expected to have a Material Adverse Effect. (c) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts the manner in which the Company and its Subsidiaries or Affiliates conduct their respective businesses or that otherwise is material to the Company and its Subsidiaries (taken as a whole), other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to have a Material Adverse Effect.

Litigation and Liabilities. (a) There are no Actions or other proceedings material Proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened, threatened against the Company or any of its Subsidiaries, except for those made after the date hereof relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to result in a Material Adverse Effect. (b) Except as for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet sheets (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement and for obligations or liabilities following the Applicable Date, (ii) incurred in the Ordinary Course since the date of such consolidated balance sheets or Course, (iii) incurred in connection with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the transactions contemplated by this AgreementCompany or any of its Subsidiaries or pursuant to which their respective assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent, asserted contingent or otherwise that are and whether or not required to be reflected disclosed or reserved against in the financial statements contained in any Company Report, except for those other facts or circumstances that would not reasonably be expected to have a Material Adverse Effectresult in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts the manner in which the Company and its Subsidiaries or Affiliates conduct their respective businesses or that otherwise is material to the Company and its Subsidiaries (taken as a whole)Entity, other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as would not not, individually or in the aggregate, reasonably be reasonably expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Litigation and Liabilities. (ai) There are no Actions Section 3.1(g)(i) of the Company Disclosure Letter accurately and completely lists, as of the date hereof, all civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Company’s Knowledge, threatened, against the Company or any of its Subsidiaries, except for those made after that are not reasonably likely to have a material adverse effect on the date hereof relating to this Agreement financial condition, properties, business or the transactions contemplated by this Agreement or except as would not be reasonably expected to result in a Material Adverse Effect. (b) Except as reflected or reserved against in the Company’s most recent consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date results of this Agreement and for obligations or liabilities incurred in the Ordinary Course since the date of such consolidated balance sheets or in connection with the transactions contemplated by this Agreement, there are no obligations or liabilities operations of the Company or any of and its Subsidiaries, whether or not accrued, contingent, asserted or otherwise that are required to be reflected or reserved against in the financial statements contained in any Company Report, except for those that would not reasonably be expected to have taken as a Material Adverse Effect. (c) whole. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts which is reasonably likely to have a material adverse effect on the manner in which financial condition, properties, business or results of operations of the Company and its Subsidiaries or Affiliates conduct their respective businesses or that otherwise is material to the Company and its Subsidiaries (Subsidiaries, taken as a whole). (ii) Neither the Company nor any of its Subsidiaries has any obligations or liabilities, other than except for (x) obligations or liabilities set forth in the consolidated balance sheets included in or incorporated by reference into the Company Reports or disclosed in any such judgmentfootnotes thereto, order, writ, injunction, decree (y) obligations or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as liabilities that would not be required under GAAP to be accrued or reflected in a consolidated balance sheet prepared in accordance with GAAP and (z) obligations or liabilities incurred in the ordinary course of business that are not reasonably expected likely to have a Company Material Adverse Effect.

Litigation and Liabilities. (a) There are no Actions or other proceedings Proceedings pending or, to the Knowledge of the Company’s Knowledge, threatenedthreatened against the Company or any of its Subsidiaries or any present or former officer, against director or employee, in their capacities as such, of the Company or any of its Subsidiaries, except for those made after the date hereof relating to this Agreement or the transactions contemplated by this Agreement or except as would not not, individually or in the aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect. (b) Except as for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet sheets (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement and for obligations or liabilities Agreement, (ii) incurred in the Ordinary Course since the date of such consolidated balance sheets October 31, 2017, or (iii) incurred in connection with the transactions contemplated by this Agreement, there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingentcontingent or otherwise, asserted except as would not, individually or otherwise that are required to be reflected or reserved against in the financial statements contained in any Company Reportaggregate, except for those that would not reasonably be expected to have a Material Adverse Effect. (c) Neither As of the date of 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 or award of any Governmental Entity Order that restricts in any material respect the manner in which the Company and its Subsidiaries or Affiliates conduct their respective businesses or businesses, that otherwise is material to the Company and its Subsidiaries (Subsidiaries, taken as a whole), other than any such judgmentor that would, orderindividually or in the aggregate, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as would not reasonably be reasonably expected to have a Material Adverse Effectprevent or materially delay or impair the consummation of the Transactions.

Litigation and Liabilities. Except for actions, suits, claims, hearings, arbitrations, investigations or other proceedings relating to insurance and reinsurance liabilities incurred in the ordinary course of business (a) There 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 Actions civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the knowledge of the Company’s Knowledge, threatened, threatened against the Company or any of its Subsidiaries, except for those made after that have had or would reasonably be likely to have, individually or in the date hereof relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to result in aggregate, a Company Material Adverse Effect. . Except (bi) Except as for those reflected or reserved against in the Company’s most recent 's consolidated balance sheet sheets (and the notes thereto) included in the Company Reports filed prior with respect to the date of this Agreement and period ended December 31, 2006 with the SEC, (ii) for obligations those insurance or reinsurance liabilities incurred in the Ordinary Course since the date ordinary course of such consolidated balance sheets business after December 31, 2006 or (iii) for those that are not, individually or in connection with 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, asserted contingent or otherwise that are and whether or not required to be reflected disclosed on a balance sheet prepared in accordance with GAAP or reserved against in the financial statements contained in any Company Report, except for those that would not reasonably be expected to have a Material Adverse Effect. (c) 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 or award of any Governmental Entity that restricts which is, individually or in the manner in which aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the Company and its Subsidiaries or Affiliates conduct their respective businesses or that otherwise is material to the Company and its Subsidiaries (taken as a whole), other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date consummation of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to have a Material Adverse EffectAgreement.

Litigation and Liabilities. (a) There Except as set forth in Section 4.7 of the Company Disclosure Schedule, as of the date hereof, there are no Actions 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’s Knowledge, threatened, threatened in writing against the Company or any of its Subsidiaries, Subsidiaries except for those made after any such Actions that would not, individually or in the date hereof relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to result in aggregate, have a Material Adverse Effect. (b) Except as reflected or reserved against in the Company’s most recent consolidated balance sheet (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement and for obligations or liabilities incurred in the Ordinary Course since the date of such consolidated balance sheets or in connection with the transactions contemplated by this Agreement, there . There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent, asserted contingent or otherwise (“Liabilities”) that are 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 contained (and the notes thereto) included in any the Company ReportReports filed after the Applicable Date but prior to the date hereof, except (b) for those 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 would do not reasonably be expected to have constitute a Material Adverse Effect. (c) Neither 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 judgment, order, writ, injunction, decree decree, award, stipulation or award settlement (“Judgment”) of any Governmental Entity that restricts the manner in which the Company and its Subsidiaries or Affiliates conduct their respective businesses or that otherwise is material to the Company and its Subsidiaries (Subsidiaries, taken as a whole), other than any such judgment, order, writ, injunction, decree or award is reasonably likely to which it becomes subject after prevent or materially impair the date consummation of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to have a Material Adverse EffectAgreement.

Litigation and Liabilities. (a) Except for those 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 subject to any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (i) disclosed, reserved against or provided for in the consolidated balance sheet of the Company as of December 31, 2015 or in the notes thereto and (ii) incurred since December 31, 2015 in the Ordinary Course of Business. (b) There are no Actions civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (each, a “Proceeding”) pending or, to the Knowledge of the Company’s Knowledge, threatened, threatened in writing against the Company or any of its Subsidiaries, except for those made after (i) Proceedings set forth on Section 4.7(b) of the date hereof relating to this Agreement Company Disclosure Letter, and (ii) Proceedings that would not, individually or in the transactions contemplated by this Agreement or except as would not aggregate, reasonably be reasonably expected to result in a Material Adverse Effect. (b) Except as reflected or reserved against in the Company’s most recent consolidated balance sheet (and the notes thereto) included in be material to the Company Reports filed prior to and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the date consummation of this Agreement and for obligations or liabilities incurred in the Ordinary Course since the date of such consolidated balance sheets or in connection with 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, asserted or otherwise that are required to be reflected or reserved against in the financial statements contained in any Company Report, except for those that would not reasonably be expected to have a Material Adverse Effect. (c) . Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgmentOrder that would, orderindividually or in the aggregate, writ, injunction, decree or award of any Governmental Entity that restricts the manner in which the Company and its Subsidiaries or Affiliates conduct their respective businesses or that otherwise is reasonably be expected to be material to the Company and its Subsidiaries (Subsidiaries, taken as a whole), other than any such judgmentor prevent, order, writ, injunction, decree materially delay or award to which it becomes subject after materially impair the date consummation of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to have a Material Adverse EffectAgreement.

Litigation and Liabilities. (a) There Except as set forth in Section (7)(a) of the Company Disclosure Letter, there are no civil, criminal or administrative Actions or other proceedings pending orproceedings, outstanding or to the Company’s Knowledge, pending or threatened, against the Company or any of its Subsidiaries, except for those made after the date hereof relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to result in a Material Adverse Effect. (b) Except as set forth in Section (7)(a) of the Company Disclosure Letter, and as reflected or reserved against in the Company’s most recent consolidated balance sheet (and the notes thereto) included in the Company Reports Public Disclosure Record filed prior to the date of this Agreement hereof, and for obligations or liabilities incurred in the Ordinary Course since the date of such consolidated balance sheets or in connection with the transactions contemplated by this Agreementsheets, there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent, asserted or otherwise that are and whether or not required to be reflected disclosed, or reserved against in the financial statements contained any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company Reportor any of its Subsidiaries, except for those that that, individually or in the aggregate, are not material in amount or would not reasonably be expected to have a Material Adverse Effectprevent the consummation of the Transactions. (c) Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity that restricts in any material respect the manner in which the Company and its Subsidiaries or Affiliates conduct their respective businesses or that otherwise is material to the Company and its Subsidiaries (taken as a whole), other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to have a Material Adverse Effectbusinesses.

Litigation and Liabilities. Except for actions, suits, claims, hearings, arbitrations, investigations or other proceedings relating to insurance and reinsurance liabilities incurred in the ordinary course of business (a) There 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 Actions civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the knowledge of the Company’s Knowledge, threatened, threatened against the Company or any of its Subsidiaries, except for those made after that have had or would reasonably be likely to have, individually or in the date hereof relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to result in aggregate, a Company Material Adverse Effect. . Except (bi) Except as for those reflected or reserved against in the Company’s most recent consolidated balance sheet sheets (and the notes thereto) included in the Company Reports filed prior with respect to the date of this Agreement and period ended December 31, 2006 with the SEC, (ii) for obligations those insurance or reinsurance liabilities incurred in the Ordinary Course since the date ordinary course of such consolidated balance sheets business after December 31, 2006 or (iii) for those that are not, individually or in connection with 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, asserted contingent or otherwise that are and whether or not required to be reflected disclosed on a balance sheet prepared in accordance with GAAP or reserved against in the financial statements contained in any Company Report, except for those that would not reasonably be expected to have a Material Adverse Effect. (c) 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 or award of any Governmental Entity that restricts which is, individually or in the manner in which aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the Company and its Subsidiaries or Affiliates conduct their respective businesses or that otherwise is material to the Company and its Subsidiaries (taken as a whole), other than any such judgment, order, writ, injunction, decree or award to which it becomes subject after the date consummation of this Agreement and relating to this Agreement or the transactions contemplated by this Agreement or except as would not be reasonably expected to have a Material Adverse EffectAgreement.