Form Apa - Asset Purchase Agreement Page 16
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4.10
Litigation
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Schedule 4.10 sets forth each material order, writ, injunction, judgment or decree
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outstanding and in effect, each suit and litigation and, to Seller's Knowledge, each
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proceeding, arbitral action, governmental investigation and labor dispute (other than
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routine grievance procedures or routine, uncontested claims for benefits under any benefit
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plans) pending or threatened against Seller which (a) relates to the Business and (b)(i)
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could reasonably be expected to involve potential liability to Seller in excess of
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$________, which liability is uninsured or subject to deductibles or retention levels in
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excess of $________ or (ii) could, individually or in the aggregate, have a Material
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Adverse Effect.
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4.11
Labor Matters
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Except as set forth on Schedule 4.11, Seller is not a party to any labor agreement
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with respect to the Transferred Employees with any labor organization, union, group or
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association. There is no labor strike or labor disturbance pending or, to Seller's
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Knowledge, threatened against Seller in connection with the Business, nor is Seller
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experiencing a work stoppage or other material labor difficulty with respect to the
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Transferred Employees. Seller is in material compliance with respect to the Transferred
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Employees with all applicable laws respecting employment practices, terms and
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conditions of employment and wages and hours. To Seller's Knowledge, there is no
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unfair labor practice charge or complaint against Seller pending before the National
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Labor Relations Board or any other governmental agency with respect to the Transferred
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Employees.
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4.12
Liabilities
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To Seller's Knowledge, except for Excluded Liabilities and Liabilities assumed by
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Buyer pursuant to Article IX, Seller has no material Liabilities due or to become due
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relating to the Business, except (a) Liabilities which are set forth or reserved for in the
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Financial Statements, which have not been paid or discharged since the Statement Date,
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(b) Liabilities arising in the ordinary course of business under contracts and other
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business arrangements described in the Seller's Disclosure Schedule (and under those
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contracts which are not required to be disclosed on Seller's Disclosure Schedule),
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(c) Liabilities incurred since the Statement Date in the ordinary course of business, and
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(d) Liabilities that are not required to be disclosed because they will not be assumed by
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Buyer under this Agreement.
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4.13
Licenses and Permits; Compliance
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Except as set forth on Schedule 4.13(a), Seller is not a licensee under any material
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written or, to Seller's Knowledge, oral governmental or regulatory licenses or permits that
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are required to conduct the Business as presently conducted. Except as set forth on
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Schedule 4.13(b), Seller has not received any written notice to the effect that, or, to
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Seller's Knowledge, otherwise been advised that, it is in violation of (i) any such licenses
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or permits or (ii) any Regulations or Court Orders with respect to the Business, in each
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