Common use of Litigation; Governmental Orders Clause in Contracts

Litigation; Governmental Orders. (a) As of the date hereof, except as set forth in Section 3.10(a) of the Seller Disclosure Schedules, there is no Action by or against the Seller with respect to the TS Business or against the Companies or any of their Subsidiaries pending, or, to the Knowledge of the Seller, threatened, in which the liability of the TS Business is alleged to be in excess of $100,000, that seeks to impose any injunction or equitable relief on the TS Business or that would affect the legality, validity or enforceability of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. (b) Section 3.10(b) of the Seller Disclosure Schedules sets forth a correct and complete list, as of the date hereof, of all outstanding material Orders applicable to the TS Business. The TS Business is in compliance with the terms of each such outstanding Order.