Common use of Litigation, etc Clause in Contracts

Litigation, etc. Except as set forth on the attached Litigation Schedule 6R, there are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings (including any arbitration proceedings, orders, investigations or claims pending or threatened against the Company or, to the knowledge of the Company and the Managing Sellers, pending or threatened against any of the officers, directors or employees of the Company with respect to their businesses or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, pending or threatened by the Company against any third party, at law or in equity, or before or by any Government Entity (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of the Company or any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and there is no basis for any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the Company or its Subsidiaries is subject to any judgment, order or decree of any Government Entity, and none of the Company or its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to have a Material Adverse Effect.

Litigation, etc. Except as set forth on the attached Litigation Schedule 6Rof Exceptions, there are no is no: (anda) action, during the five years preceding the date hereofsuit, there have not been any) actionsclaim, suits, proceedings (including any arbitration proceedings, orders, investigations proceeding or claims investigation pending or threatened against the Company or, to the knowledge best of the Company and the Managing SellersCompany's knowledge, pending or threatened against any of or affecting the officers, directors or employees of the Company with respect to their businesses or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, pending or threatened by the Company against any third partyCompany, at law or in equity, or before or by any Government Entity Federal, state, municipal or other governmental department, com­mission, board, bureau, agency or instrumentality, domestic or foreign or any Affiliate thereof (including any actionsas such term is defined under Rule 144(a) of the Securities Act of 1933, suits, proceedings or investigations with respect as amended (the “Securities Act”)); (b) arbitration proceeding relating to the transactions contemplated by this Agreement); none of the Company or any of its Subsidiaries is subject to any arbitration proceedings pending under collective bargaining agreements or otherwise otherwise; or (c) governmental inquiry pending or, to the best of the Company's knowledge, threatened against or affecting the Company (including, without limitation, any governmental investigations inquiry as to the qualification of the Company to hold or inquiries; and receive any license or permit), and, to the best of Company’s knowledge, there is no basis for any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation the Schedule 6R. None of Exceptions, there is no action, suit, proceeding or investigation pending or threatened against the Company that questions the validity of this Agreement, the Investor Rights Agreement or the Voting Agreement or the right of the Company to enter into such agreements or its Subsidiaries is subject to any judgment, order consummate the transactions contemplated hereby or decree of any Government Entity, and none of the thereby. The Company or its Subsidiaries has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied, in all material respects, with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services. The Company has all necessary permits, licenses and other authorizations required to conduct its busi­ness as conducted and as proposed to be conducted and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations, except, in either case, where such failure would not, individually or in the aggregate, have a material adverse effect on the Company. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would reasonably be expected prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to have conduct business. None of the Company’s officers has been charged or convicted of a Material Adverse Effectfelony or become subject to any sanctions or restrictions of the Securities and Exchange Commission. 9.

Litigation, etc. Except as set forth on the attached --------------- Litigation Schedule 6RSchedule, there are no (and, during the five years preceding the date ------------------- hereof, there have not been any) actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims pending or threatened against the Company or, to the knowledge Knowledge of the Company and the Managing SellersShareholders, threatened against the Company (or to the Knowledge of the Company and the Shareholders, pending or threatened against any of the officers, directors or employees of the Company with respect to their businesses or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, or pending or threatened by the Company against any third party, at law or in equity, or before or by any Government Entity (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of the Company or any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and, to the Knowledge of the Company and the Shareholders, there is no basis for any of the foregoing. Except as indicated with respect to uninsured matters identified on the attached Litigation Schedule 6RSchedule, the Company ------------------- and its Subsidiaries are fully insured with respect to each of the matters set forth on such the attached Litigation Schedule 6R. None pursuant to the policies of insurance ------------------- described on the Insurance Schedule referred to in Section 5T below. To the ------------------ Knowledge of the Company and the Shareholders, none of the Company or its Subsidiaries is subject to any judgment, order or decree of any Government Entity, and none of the Company or its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to have a Material Adverse Effect.

Litigation, etc. Except as set forth on the attached "Litigation Schedule 6R, --------------- Schedule," there are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings (including any arbitration proceedings, orders, investigations or claims pending or threatened against the Company or, to the knowledge best of the Company's knowledge, threatened against or affecting the Company and (or to the Managing Sellersbest of the Company's knowledge, pending or threatened against or affecting any of the officers, directors or employees of the Company with respect to their businesses its business or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, pending or threatened by the Company against any third party, ) at law or in equity, or before or by any Government Entity governmental department, commission, board, bureau, agency or instrumentality (including including, without limitation, any actionsaction, suitssuit, proceedings proceeding or investigations investigation with respect to the transactions contemplated by this Agreement); none Agreement or the prior employment of any of the Company's employees, their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers, their obligations under any agreements with prior employers, or negotiations by the Company with potential backers of, or investors in, the Company or any of its Subsidiaries proposed business); the Company is not subject to any arbitration proceedings proceeding under collective bargaining agreements or otherwise or or, to the best of the Company's knowledge, any governmental investigations investigation or inquiriesinquiry (including any inquiry as to the qualification to hold or receive any license or permit); and there and, the Company is no not aware of any basis for any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, the The Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the Company or its Subsidiaries is not subject to any judgment, order order, injunction, writ or decree of any Government Entity, and none of the court or other governmental agency. The Company or its Subsidiaries has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which would reasonably may be expected material to have a Material Adverse Effectits business. There is no action, suit, proceeding or investigation by the Company currently pending or that the Company currently intends to initiate.

Litigation, etc. Except as set forth on the attached Litigation Schedule 6RLITIGATION SCHEDULE, there are no (and, during the five two years preceding the date hereof, there have not been any) outstanding injunctions, judgments, decrees, rulings, settlements or charges or actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims ("LITIGATION") pending or threatened against the Company or, to the knowledge of Seller's or the Company's knowledge, threatened against or affecting the Company and (or to the Managing SellersSeller's or the Company's knowledge, pending or threatened against or affecting any of the officers, directors or employees of the Company with respect to their businesses its business or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, or pending or threatened by the Company against any third partyPerson, at law or in equity, or before or by any Government Entity governmental department, commission, board, bureau, agency or instrumentality (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of the Company or any of its Subsidiaries is not subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and to the Seller's or the Company's knowledge, there is no basis for any of the foregoing; and during the five years preceding the date hereof, there has been no material Litigation. The foregoing includes actions pending or threatened involving the prior employment of any of the Company's employees, their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. Except as indicated set forth on the attached Litigation Schedule 6RLITIGATION SCHEDULE, the Company and its Subsidiaries are is fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the LITIGATION SCHEDULE. The Company or its Subsidiaries is not subject to any judgment, order or decree of any Government Entitycourt or other governmental agency, and none of the Company or its Subsidiaries has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to could have a Material Adverse Effect.

Litigation, etc. Except as set forth on the attached Litigation Schedule 6RSchedule, there are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims pending or threatened against the Company or, to the knowledge of Company’s knowledge, threatened against or affecting the Company and its Subsidiaries (or to the Managing SellersCompany’s knowledge, pending or threatened against or affecting any of the officers, directors or employees of the Company or its Subsidiaries with respect to their businesses the business or proposed business activitiesactivities of the Company or its Subsidiaries), or pending or, to the knowledge of the Company and the Managing SellersCompany’s knowledge, pending or threatened by the Company or its Subsidiaries against any third partyPerson, at law or in equity, or before or by any Government Entity governmental department, commission, board, bureau, agency or instrumentality (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of the Company or any of its Subsidiaries is not subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; . The foregoing representation and there is no basis for warranty includes, without limitation, actions pending or threatened against the Company or its Subsidiaries involving the prior employment of any of the foregoing. Except as indicated on employees of the attached Litigation Schedule 6RCompany or its Subsidiaries, the use by any such employee, in connection with the business of the Company and or its Subsidiaries are Subsidiaries, of any information or techniques allegedly proprietary to any of their former employers, or the obligations of such employees under any agreements with prior employers. The Company or the applicable Subsidiary is fully insured with respect to each of the matters set forth on such the attached Litigation Schedule 6R. None of Schedule. Neither the Company or nor any of its Subsidiaries is subject to any judgment, order or decree of any Government Entity, and none of the Company court or its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to have a Material Adverse Effectother governmental agency.

Litigation, etc. Except as set forth on the attached LISN Litigation Schedule 6RSchedule, there are no (andno, during the five years preceding and since the date hereof, there of acquisition of LISN by Will▇▇ ▇▇▇▇▇ ▇▇▇re have not been any) , actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims pending or threatened against the Company or, to the knowledge LISN's Knowledge, threatened against or any material actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims affecting LISN or any of the Company and the Managing Sellersits Subsidiaries (or to LISN's Knowledge, pending or threatened against or any actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims affecting any of the officers, directors or employees of the Company LISN with respect to their businesses or proposed its business activities), or, to the knowledge of the Company and the Managing Sellers, or pending or threatened by the Company LISN or any of its Subsidiaries against any third partyPerson, at law or in equity, or before or by any Government Entity governmental department, commission, board, bureau, agency or instrumentality (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of the Company or neither LISN nor any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and and, to LISN's Knowledge, there is no basis for any of the foregoing. The foregoing includes, without limitation, actions pending or threatened involving the prior employment of any of the 35 most highly compensated employees of LISN and its Subsidiaries on a consolidated basis, their use in connection with LISN's or any of its Subsidiaries' businesses of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. Except as indicated set forth on the attached LISN Litigation Schedule 6RSchedule, the Company and its Subsidiaries are LISN is fully insured with respect to each of the matters set forth on such the attached LISN Litigation Schedule 6R. None Schedule, and neither LISN nor any of the Company or its Subsidiaries is subject to any judgment, order or decree of any Government Entitycourt or other governmental agency, and none neither LISN nor any of the Company or its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to could have a Material Adverse Effect.

Litigation, etc. (a) Except as set forth on the attached Litigation Schedule 6R6.11, there are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings (including any arbitration proceedings, orders, investigations or claims pending or threatened against the Company or, to the knowledge of Sellers’ knowledge, threatened against or affecting the Company and the Managing Sellers, pending the Business, the Acquired Assets or threatened against any of the officers, directors or employees of the Company with respect to their businesses or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, pending or threatened by the Company Sellers against any third party, at law or in equity, and affecting in any manner the Business or the Acquired Assets or the prospects thereof, before or by any Government Entity federal, foreign, state, parish or local court, or Governmental Body (including any actions, suits, proceedings or investigations with respect to or threatening the transactions contemplated by this Agreement); none nor has there been any such actions, suits, proceedings, orders, investigations or claims pending against or affecting the Business or the Acquired Assets during the two (2) years preceding the Agreement Date. None of the Company Sellers, or any of its Subsidiaries is their Affiliates involved in the operation of the Business, are subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiriesinquiries (including inquiries as to the qualification to hold or receive any license or permit, including, but not limited to, the right to have Devices or sell liquor and sell or store petroleum products or byproducts); and and, to the Sellers’ knowledge, there is no basis for any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the Company or its Subsidiaries Sellers nor any of their Affiliates is subject to any judgment, order or decree of any Government Entitycourt or other governmental agency, and none of the Company or its Subsidiaries has not received any written opinion or memorandum or legal advice from legal counsel to the effect that it is or they are exposed, from a legal standpoint, to any liability which would reasonably may involve or be expected related, in any manner, to the Business or the Acquired Assets. (b) The Sellers do, jointly and severally, hereby indemnify, defend and hold harmless the Purchaser, and its owners, shareholders, members, directors, managers, officers, employees, agents, successors and assigns, from and against any and all expenses, claims, fees, fines, damages or losses, including reasonable attorney’s fees, which the Purchaser may suffer as a result of any litigation matter, claim, investigation or choses in action existing or accruing as of the Closing Date (whether or not set forth on Schedule 6.11) or arising or filed at anytime and related, in any manner, to the operation of the Business or ownership of the Acquired Assets by the Sellers (each, a “Litigation Matter”). Purchaser shall have a Material Adverse Effectthe right, at its sole election, to participate in the defense of any Litigation Matter, including, but not limited to, requiring the defense to be conducted by legal counsel of its choice.

Litigation, etc. (a) Except as set forth on the in Schedule 4.18 (a) attached Litigation Schedule 6Rhereto, there are no (anda) judgments, during decrees, injunctions, rulings, awards or orders of any Governmental Body or the five years preceding Accrediting Bodies against or affecting the date hereofCompany, there have not been anyany Subsidiary, the Schools or the Bookstores, and (b) actionsProceedings, suits, proceedings (including any arbitration proceedings, orders, investigations or claims pending or threatened against the Company or, to the knowledge best of the Company and the Managing each Sellers' knowledge, pending or threatened against or affecting the Company, any of Subsidiary, the officers, directors Schools or employees of the Company with respect to their businesses or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, pending or threatened by the Company against any third partyBookstores, at law or in equity, or before or by any Government Entity (including any actions, suits, proceedings Governmental Body or investigations with respect Accrediting Bodies; to the transactions contemplated by this Agreement); best of Sellers' knowledge, none of the Company Company, any Subsidiary, the Schools or the Bookstores, are the subject of any investigations or inquiries by any Governmental Body affecting the Company, any Subsidiary, the Schools or the Bookstores, (including inquiries as to the qualification to hold or receive any of its Subsidiaries is subject the Licenses and Permits); and, to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and the best of Sellers' knowledge, there is no basis for any of the foregoing. Except as indicated on There are no other Proceedings pending, or to the attached Litigation Schedule 6Rbest of Sellers' knowledge, threatened against or affecting the Company, the Company and its Subsidiaries are fully insured Subsidiaries, or their Affiliates generally (including claims with respect to each of any Employee Benefit Plans) which if adversely decided would have a material adverse effect on the matters Company, the Subsidiaries, the Schools or the Bookstores, or their assets taken as a whole. (b) Except as set forth on in Schedule 4.18(b) attached hereto, there are no (a) judgments, decrees, injunctions, rulings, awards or orders of any Governmental Body or Accrediting Bodies against or affecting any Seller or any such Litigation Schedule 6R. None Seller's interest in the Company, and (b) Proceedings, pending or, to the best of each Seller's knowledge, threatened against or affecting such Seller's interest in the Company or its Subsidiaries the Schools or such Seller, at law or in equity, or before or by any Governmental Body or Accrediting Bodies; to the best of such Seller's knowledge, such Seller is not the subject to any judgment, order or decree of any Government Entity, and none of investigations or inquiries by any Governmental Body affecting the Company or its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel the Subsidiary (including inquiries as to the effect that it is exposed, from a legal standpointqualification to hold or receive any of the Licenses and Permits); and, to the best of such Seller's knowledge, there is no basis for any liability of the foregoing. There are no other Proceedings pending, or to the best of Seller's knowledge, threatened against or affecting such Seller (including claims with respect to any Employee Benefit Plans) which if adversely decided would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company, the Subsidiaries, the Schools or their assets taken as a whole.

Litigation, etc. Except as set forth on out in the attached Litigation Schedule 6RDisclosure Schedule, (i) there are is no (andclaim, during the five years preceding the date hereofaction, there have not been any) actionsproceeding, suits, proceedings (including any arbitration proceedings, orders, investigations or claims investigation pending or threatened against the Company or, to the knowledge of the Company and the Managing SellersCompany, pending or threatened against or relating to the Company or any of the officersSubsidiaries or affecting any of their properties or assets before or by any Governmental Authority and (ii) there is no outstanding complaint against the Company or any of its Subsidiaries, directors or employees nor, to the knowledge of the Company is the Company aware of any existing ground on which any such claim, action, proceeding, investigation or complaint might be commenced or made with respect any reasonable likelihood of success. Neither the Company nor any of the Subsidiaries is subject to their businesses any outstanding order, writ, injunction or proposed business activitiesdecree. To the knowledge of the Company, and other than ordinary course compliance audits, inquiries and student surveys conducted by Governmental Authorities in a manner consistent with industry practice, neither it nor any of its Subsidiaries or any of the Schools is the subject of any governmental investigations or inquiries (including inquiries as to the qualification to hold or receive any license, permit, accreditation, certificate, authorization, approval or registration). There is no claim, action, proceeding or investigation pending or, to the knowledge of the Company and the Managing SellersCompany, pending or threatened by the Company against any third party, at law or in equity, or before or by any Government Entity (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of the Company or any of its Subsidiaries is subject Subsidiary before any Governmental Authority which, if determined adversely to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and there is no basis for any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the Company or its Subsidiaries is subject to any judgmentSubsidiary, order would delay or decree prevent the consummation of the Offer and the Company has no knowledge of any Government Entityexisting ground on which such claim, action, suit, proceeding or investigation might be commenced with any reasonable likelihood of success. Details of all outstanding litigation, other than litigation involving individual claims not in excess of $15,000 and none which are not, in the aggregate, in excess of $60,000, have been made available to Parent and are listed in the Company or its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to have a Material Adverse EffectDisclosure Schedule.

Litigation, etc. (a) Except as set forth on the attached Litigation Schedule 6R6.11, there are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings (including any arbitration complaints, proceedings, orders, investigations or claims pending or threatened against the Company or, to the knowledge of Sellers’ knowledge, threatened against or affecting the Company and the Managing Sellers, pending the Business, the Acquired Assets or threatened against any of the officers, directors or employees of the Company with respect to their businesses or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, pending or threatened by the Company Sellers against any third party, at law or in equity, and affecting in any manner the Business or the Acquired Assets or the prospects thereof, before or by any Government Entity federal, foreign, state, parish or local court, or Governmental Body (including any actions, suits, complaints, proceedings or investigations with respect to or threatening the transactions contemplated by this Agreement); none nor has there been any such actions, suits, complaints, proceedings, orders, investigations or claims pending against or affecting the Business or the Acquired Assets during the two (2) years preceding the Agreement Date. None of the Company Sellers, or any of its Subsidiaries is their Affiliates involved in the operation of the Business, are subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiriesinquiries (including inquiries as to the qualification to hold or receive any license or permit, including, but not limited to, the right to have Devices or sell liquor and sell or store petroleum products or byproducts); and and, to the Sellers’ knowledge, there is no basis for any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the Company or its Subsidiaries Sellers nor any of their Affiliates is subject to any judgment, order or decree of any Government Entitycourt or other Governmental Body, and none of the Company or its Subsidiaries has not received any written opinion or memorandum or legal advice from legal counsel to the effect that it is or they are exposed, from a legal standpoint, to any liability which would reasonably may involve or be expected related, in any manner, to the Business or the Acquired Assets. (b) The Sellers do, jointly and severally, hereby indemnify, defend and hold harmless the Purchaser, and its owners, shareholders, members, directors, managers, officers, employees, agents, successors and assigns, from and against any and all expenses, claims, fees, fines, damages or losses, including reasonable attorney’s fees, which the Purchaser may suffer as a result of any litigation matter, claim, arbitration, investigation or choses in action existing or accruing as of the Closing Date (whether or not set forth on Schedule 6.11) or arising or filed at anytime and related, in any manner, to the operation or construction of the Business or ownership of the Acquired Assets by the Sellers (each, a “Litigation Matter”). Purchaser shall have a Material Adverse Effectthe right, at its sole election, to participate in the defense of any Litigation Matter, including, but not limited to, requiring the defense to be conducted by legal counsel of its choice.

Litigation, etc. Except as set forth on the attached Litigation Schedule 6Rin Section 3.1(m) of Disclosure Schedule, there are no (and, during the five years preceding the date hereof, there have not been anyi) actions, suits, proceedings (including any arbitration proceedings, ordersclaims, investigations or claims pending legal or threatened against administrative or arbitration proceedings (collectively, "ACTIONS") pending, or to the Company or, to best of the knowledge of the Company Sellers and the Managing SellersSeller Parent, pending or threatened against any either of the officers, directors Sellers or employees any Seller Affiliate affecting or arising out of the Company with respect to their businesses Business or proposed business activities)use of the Acquired Assets, ornor, to the best of the knowledge of the Company Sellers and the Managing SellersSeller Parent, pending or threatened by the Company against is there any third partybasis therefor, whether at law or in equity, or before or by any Government Entity federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality (including "GOVERNMENTAL AUTHORITY"), (ii) judgments, decrees, injunctions or orders of any actionsGovernmental Authority or arbitrator against the Sellers or any Seller Affiliate affecting, suitsrelating in any manner to, proceedings or investigations arising out of the Business or use of the Acquired Assets, or (iii) disputes with customers or vendors affecting, relating in any manner to, or arising out of the Business or use of the Acquired Assets. There are no Actions pending or to the best of the knowledge of the Sellers and the Seller Parent, any threatened Actions, nor is there any basis therefor, with respect to the transactions contemplated by this Agreement); none of the Company or any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and there is no basis for (A) any of the foregoing. Except as indicated on Acquired Assets or Assumed Liabilities, or (B) the attached Litigation Schedule 6Remployment by, or association with, the Company and its Subsidiaries are fully insured with respect to each Sellers or any Seller Affiliate, or future employment by, or association with, the Buyer or any Affiliate of the matters set forth on such Litigation Schedule 6R. None Buyer, of any of the Company or its Subsidiaries is subject Transferred Employees. The Sellers have delivered to any judgmentthe Buyer all material documents and correspondence relating to such matters referred to in Section 3.1(m) of Disclosure Schedule (including, order or decree in the case of any Government Entity, and none clause (iii) of the Company first sentence of this Section 3.1(m), any correspondence evidencing material customer dissatisfaction with either of the Sellers or its Subsidiaries has received any opinion their respective products or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to have a Material Adverse Effectservices).

Litigation, etc. Except as set forth on the attached "Litigation Schedule 6R, --------------- ---------- Schedule": there are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings (including any arbitration proceedings, orders, investigations or -------- claims pending or threatened against the Company or, to the knowledge best of the Company's knowledge, threatened against or affecting the Company and or any Subsidiary (or to the Managing Sellersbest of the Company's knowledge, pending or threatened against or affecting any of the officers, directors or employees of the Company and its Subsidiaries with respect to their businesses or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, or pending or threatened by the Company or any Subsidiary against any third party, at law or in equity, or before or by any Government Entity governmental department, commission, board, bureau, agency or instrumentality (including including, without limitation, any actions, suitssuit, proceedings or investigations with respect to the transactions contemplated by this Agreement)) that would (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; none of neither the Company or nor any of its Subsidiaries Subsidiary is subject to any ongoing arbitration proceedings under collective bargaining agreements or otherwise or or, to the best of the Company's knowledge, any governmental investigations or inquiriesinquiries (including, without limitation, inquiries as to the qualification to hold or receive any license or permit); and and, to the best of the Company's knowledge, there is no valid basis for any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, Neither the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the Company or its Subsidiaries nor any Subsidiary is subject to any judgment, order or decree of any Government Entitycourt or other governmental agency, and none of neither the Company or its Subsidiaries nor any Subsidiary has received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to or disadvantage that could have (either individually or in the aggregate) a Material Adverse Effect.

Litigation, etc. Except as set forth on the attached Litigation Schedule 6R, there There are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings (including any arbitration proceedings, orders, investigations or claims pending or threatened against the Company or, to the knowledge of the Company and the Managing Sellers, pending or threatened against any of the officers, directors or employees of the Company with respect to their businesses or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, pending or threatened by the Company against any third party, at law or in equity, or before or by any Government Entity (including any actions, suits, proceedings or investigations with respect pending against the Company, the Successor or any of the Subsidiaries or their properties before any court or governmental agency. There are no actions, suits, proceedings or investigations overtly threatened against the Company, or to the transactions contemplated by this Agreement); none knowledge of the Company, overtly threatened or pending against the officers, managing members or directors of the Company, the Successor or any of the Subsidiaries before any court or governmental agency, which would have a Material Adverse Effect. There are no actions, suits, proceedings or investigations pending or overtly threatened against the Company, the Successors or any of the Subsidiaries or their properties (nor, to the knowledge of the Company, against officers, managing members or directors of the Company or any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise the Subsidiaries) which question the validity of this Agreement, the Rights Agreement, the Voting Agreement or any governmental other Related Document or any action taken or to be taken in connection herewith or therewith. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or inquiries; and there is no threatened (or any basis for therefor known to the Company), involving the prior employment of any of the foregoing. Except as indicated on the attached Litigation Schedule 6RCompany's, the Company and its Subsidiaries are fully insured Successor's or the Subsidiaries' employees, their use in connection with respect the Company's, the Successor's or the Subsidiaries' businesses of any information or techniques allegedly proprietary to each any of their former employers, or their obligations under any agreements with prior employers. Neither the Company, the Successor nor any of the matters set forth on such Litigation Schedule 6R. None of the Company or its Subsidiaries is a party or subject to the provisions of any judgmentorder, order writ, injunction, judgment or decree of any Government Entitycourt or government agency or instrumentality. There is no action, and none suit, proceeding or investigation commenced by the Company, the Successor or any of the Company Subsidiaries currently pending or its that the Company, the Successor or any of the Subsidiaries has received any opinion or memorandum or legal advice from legal counsel intend to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to have a Material Adverse Effectinitiate.

Litigation, etc. Except as set forth on the attached Litigation Schedule 6RLITIGATION SCHEDULE, there are no (and, during and since the five years preceding the Company's date hereof, of incorporation there have not been any) actions, suits, proceedings (including any administrative, self regulatory organization or arbitration proceedings), orders, investigations or claims (other than (i) actions, suits, proceedings, orders, investigations or claims pending or threatened against affecting generally the industry in which the Company conducts business to which the Company is not a specified party; and (ii) customer complaints which are in the ordinary course of business and which, individually and in the aggregate, have not had and will not have a Material Adverse Effect) pending or, to the knowledge of Company's Knowledge, threatened in writing against or affecting the Company and or its Subsidiaries (or to the Managing SellersCompany's Knowledge, pending or threatened in writing against or affecting any of the officers, directors or employees of the Company or its Subsidiaries with respect to their businesses or proposed respective business activities), or, to the knowledge of the Company and the Managing Sellers, or pending or threatened in writing by the Company or its Subsidiaries against any third partyPerson, at law or in equity, or before or by any Government Governmental Entity (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of neither the Company or nor its any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise any other material arbitration proceedings or any material governmental investigations or inquiries; and there is no basis for inquiries (other than in the ordinary course of business). The foregoing includes, without limitation, to the Company's Knowledge, actions pending or threatened in writing involving the prior employment of any of the foregoingemployees of the Company or its Subsidiaries, their use in connection with the Company's or its Subsidiaries business of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. Except as indicated on the attached Litigation Schedule 6R, the The Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the attached LITIGATION SCHEDULE to the extent disclosed thereon. Neither the Company or nor its Subsidiaries is subject to any judgment, order or decree of any Government Entitycourt or other governmental agency or self-regulatory organization (other than judgments, orders or decrees affecting generally the industry in which the Company conducts business to which the Company is not a specified party), and none of neither the Company or nor its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel or compliance personnel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to have a Material Adverse Effectbe (individually or in the aggregate) material to its business.

Litigation, etc. Except as set forth on the attached Litigation Schedule 6R4(n), (i) there are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings (including any arbitration proceedings, orders, investigations or claims pending or threatened against the Company or, to the knowledge of the Company and Companies or any of the Managing Sellers, threatened against or affecting any of the Companies or the assets of the Companies, including, without limitation, all real property (or to the knowledge of the Companies or any of the Sellers, pending or threatened against or affecting any of the officers, directors or employees of the Company Companies with respect to their businesses or proposed the Companies' business activities), or, to the knowledge of the Company and the Managing Sellers, or pending or threatened by any of the Company Companies or any of the Sellers against any third party, at law or in equity, or before or by any Government Entity governmental department, commission, board, bureau, agency or instrumentality (including including, without limitation, any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); (ii) none of the Company or any of its Subsidiaries is Companies are subject to any arbitration proceedings under collective bargaining agreements or otherwise or, to the knowledge of the Companies or any of the Sellers, any governmental investigations or inquiries; and (iii) to the knowledge of the Companies or any of the Sellers, there is no valid basis for any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None of the Company Companies or its Subsidiaries is the assets of the Companies, including, without limitation, all real property, are subject to any judgment, order or decree of any Government Entitycourt or other governmental agency, and none of the Company Companies or its Subsidiaries has any of the Sellers have received any opinion or memorandum or legal advice from legal counsel to the effect that it is any of the Companies may be exposed, from a legal standpoint, to any liability or disadvantage which would reasonably may be expected material to have a Material Adverse Effecttheir businesses.

Litigation, etc. Except as set forth on As of the attached Litigation Schedule 6Rdate hereof, (i) there are no (and, during and in the five last four years preceding the date hereof, there have not been any) written actions, suits, proceedings (including any administrative, self regulatory organization or arbitration proceedings), orders, or, to the Company’s knowledge, investigations or claims pending or threatened against the Company or, or its Subsidiaries (or to the knowledge of the Company and the Managing SellersCompany’s knowledge, pending or threatened against any of the officers, directors or employees of the Company or any of its Subsidiaries with respect to their businesses or proposed business activitiesits businesses), or, to the knowledge of the Company and the Managing Sellers, or pending or threatened by the Company or any of its Subsidiaries against any third partyPerson, at law or in equity, or before or by any Government Governmental Entity (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of ) that would result in material liability, either individually or in the aggregate, to the Company or and its Subsidiaries; and (ii) neither the Company nor any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and there is no basis for . The foregoing includes, without limitation, written actions pending or threatened involving the prior employment of any of the foregoing. Except as indicated on the attached Litigation Schedule 6R, the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on such Litigation Schedule 6R. None current employees of the Company or any of its Subsidiaries, their use in connection with the Company’s or any of its Subsidiaries’ business of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. As of the date hereof, neither the Company nor any of its Subsidiaries is subject to any judgment, order or decree of any Government Entitycourt or other governmental agency or self-regulatory organization, and none of neither the Company or nor any of its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel or compliance personnel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably may be expected (individually or in the aggregate) material to have a Material Adverse Effectits business.

Litigation, etc. Except as set forth on the attached Litigation Schedule 6R--------------- ---------- Schedule, there are no (and, during the five years preceding the date hereof, -------- there have not been any) actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims pending or threatened against the Company or, to the knowledge of Company's knowledge, threatened against or affecting the Company and or any of its Subsidiaries (or to the Managing SellersCompany's knowledge, pending or threatened against or affecting any of the officers, directors or employees of the Company with respect to their businesses its business or proposed business activities), or, to the knowledge of the Company and the Managing Sellers, or pending or threatened by the Company or any of its Subsidiaries against any third party, at law or in equity, or before or by any Government Entity governmental department, commission, board, bureau, agency or instrumentality (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement); none of neither the Company or nor any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise or any governmental investigations or inquiries; and and, to the Company's knowledge, there is no basis for any of the foregoing. Except as indicated on The foregoing includes, without limitation, actions pending or threatened involving the attached Litigation Schedule 6Rprior employment of any of the Company's employees, their use in connection with the Company's or any of its Subsidiaries' businesses of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. The Company and its Subsidiaries are is fully insured with respect to each of the matters set forth on such the attached Litigation Schedule 6R. None Schedule. Neither the ------------------- Company nor any of the Company or its Subsidiaries is subject to any judgment, order or decree of any Government Entitycourt or other governmental agency, and none of neither the Company or nor any of its Subsidiaries has received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability which would reasonably be expected to have a Material Adverse Effect.