Common use of Litigation; Compliance with Laws Clause in Contracts

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05, there There are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings or affecting the Borrower or any Subsidiary or any business, property or rights of any such Person person (i) that involve purport to affect or pertain to any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither Other than as could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted operated violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting Intermediate Holdings or the Borrower or any Subsidiary or any business, property or rights of any such Person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility probability of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither As of the Closing Date, none of Intermediate Holdings, the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05, there There are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority Authority, and no arbitration proceeding or governmental investigation, now pending or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, threatened in writing against or affecting the Borrower or any Subsidiary Company or any business, property or rights of any such Person Company (i) that involve any Loan Document or any of the Transactions and that is reasonably likely to be adversely determined and, as a result thereof, would adversely affect in any material respect the validity or enforceability of any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expectedthat could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries . No Company or any of their respective material properties or assets its property is in violation of, nor will the continued operation of their material properties and assets its property as currently conducted violate, any law, rule or regulation Requirements of Law (including any zoning, building, Environmental Law, zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any judgment, writ, injunction, decree or order Requirement of any Governmental AuthorityLaw, where such violation or default could default, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05Schedule 8.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the SSCC or any Borrower, threatened against or affecting the SSCC, any Borrower or any Subsidiary of their respective Subsidiaries or any business, business or property or rights of any such Person Person that (i) that involve purports to affect the legality, validity or enforceability of any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither the None of SSCC, any Borrower nor any of the Subsidiaries or and any of their respective material Subsidiaries nor any of their respective properties or assets is (i) in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation rule, regulation, statute (including any zoning, building, Environmental LawLaws, ordinance, code or approval or any building permits) in respect of the conduct of its business, the relationship with its employees and the ownership of its property or any restrictions of record or is agreements affecting the Mortgaged Properties, where such violations could reasonably be expected to have a Material Adverse Effect or (ii) in default with respect to any judgment, writ, injunction, decree or order of of, any Governmental Authority, where such violation defaults, individually or default in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary of its subsidiaries or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of the Borrower nor or any of the Subsidiaries its subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any such material properties, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such Person person (i) that which involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and thatwhich, if adversely determined, could reasonably be expectedcould, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of Holdings, the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental and Safety Law, ordinance, code or approval or any building permits) or any restrictions of record ), or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where except any such violation violations or default defaults that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority or in arbitration now pending or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination is reasonably probable and thatwhich, if adversely determined, could reasonably be expected, individually or in the aggregate, expected to result in have a Material Adverse Effect. (b) Neither the Borrower nor any None of the Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit) or any restrictions restriction of record or agreement affecting any Mortgaged Property or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental or Regulatory Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of any such Person Person (i) that involve with respect to any of the Loan Document Documents (other than any such action, suit or the Transactions proceeding initiated or threatened in writing by any Agent or Lender) or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, expected to result in have a Material Adverse Effect. (b) Neither None of the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental or Regulatory Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05, there There are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary Loan Park or any business, property or rights of any such Person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility likelihood of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of the Borrower nor any of and the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their such material properties and assets as currently conducted violate, any law, rule or regulation (including any zoningHealth Care Law, building, any Environmental Law, any zoning or building ordinance, code or approval or any building permitspermit) or any restrictions restriction of record or agreements affecting any such properties or assets, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where other than, in each case, such violation or default violations and defaults that, individually and in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in for the financial statements referred to in Section 3.05Disclosed Matters, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) person as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of Holdings, the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, in each case where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Parent Borrower, threatened against or affecting the any Borrower or any Subsidiary or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility probability of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of the Borrower nor Borrowers or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted (or as proposed to be conducted pursuant to the Transaction Documents) violate, any law, rule or regulation (including any zoning, building, Health Care Law or Environmental Law), ordinance, code or approval or any building permits) or any restrictions of record or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on SCHEDULE 3.08(a), there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrowerany Company, threatened against or affecting the Borrower or any Subsidiary Company or any business, property or rights of any such Person Company (i) that involve any Loan Document or any of the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries Except for matters covered by SECTION 3.18, no Company or any of their respective material properties or assets its property (i) is in violation of, nor will the continued operation of their material properties and assets its property as currently conducted violate, any law, rule or regulation Requirements of Law (including any zoning, building, Environmental Law, zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company's Real Property or (ii) is in default with respect to any judgment, writ, injunction, decree decree, rule or order of any Governmental Authority, where such violation or default default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or Borrower, any Subsidiary or any business, property or rights of any such Person person (i) that involve any Loan Document this Agreement or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither of the Borrower nor any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation applicable to the Oil and Gas Business or any other applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record ), or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of any such Person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the FRD, FRI-M or any Borrower, threatened against or affecting the FRD, any Borrower or any other Subsidiary or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as that have had or are reasonably likely to which there is a reasonable possibility of an adverse determination and thathave, if adversely determined, could reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of FRD, the Borrower nor Borrowers or any of the other Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of any such Person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 4.9, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary of its subsidiaries or any business, property or rights of any such Person person (i) that involve any Loan Credit Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither the None of Borrower nor or any of the Subsidiaries its subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any such material properties, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05, there There are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Parent Holdings or the Borrower, threatened against or affecting Parent Holdings or the Borrower or any Subsidiary or any business, property or rights of any such Person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of Parent Holdings, the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09, there are no actions, suits suits, investigations or other proceedings at law or in equity or by or before any Governmental Authority or in arbitration now pending or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination is reasonably probable and thatwhich, if adversely determined, could reasonably be expected, individually or in the aggregate, expected to result in have a Material Adverse Effect. (b) Neither the Borrower nor any None of the Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit) or any restrictions restriction of record or agreement affecting any Mortgaged Property or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05Schedule 3.09, there are no not any material actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of any such Person person (i) that which involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and thatwhich, if adversely determined, could reasonably be expectedcould, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect or materially adversely affect the Transactions. (b) Neither the Borrower nor any None of the Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record permit), or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05, there There are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority Authority, or any investigations by any Governmental Authority, now pending or, to the knowledge of Connector or the Borrower, threatened against or affecting Connector, the Borrower or any other Subsidiary or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and thatwhich, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of Connector, the Borrower nor or any of the other Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their businesses and their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoningregulation, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in As of the financial statements referred to in Section 3.05Closing Date, there are no actions, suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Subsidiary of its Restricted Subsidiaries or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither the Borrower nor any As of the Closing Date, none of the Borrower, the Restricted Subsidiaries or any of their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit) or any restrictions restriction of record or agreement affecting any material real property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05, there There are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such Person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither None of Holdings, the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth in the financial statements referred to in Section 3.05on Schedule 3.09 or Schedule 3.17, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such Person person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Neither Except for matters covered by Section 3.17, none of Holdings, the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, zoning or building ordinance, code or approval or any building permits) or any restrictions of record or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.