Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. [Schedule 3(i)] contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. To the knowledge of Seller, no inquiry, action, suit or proceeding has been asserted, threatened or instituted # seeking to restrain or prohibit the carrying out of the Transactions or to challenge the validity of such Transactions or any part thereof or # as a result of which the Company would be deprived of any of the material benefits of the ownership of Seller Stock.

Absence of Litigation and Investigations. There are no Actions (other than claims under the Reinsured Policies within applicable policy limits) pending or, to the knowledge of the ​, threatened against the ​ with respect to the Reinsured Policies that would reasonably be expected to have a material adverse effect on the Reinsured Policies or the ​’s ability to satisfy its obligations hereunder and under the Related Agreements. There is no outstanding order, decree (including a consent decree), judgment, writ, injunction, directive, decision, award, stipulation, or ruling by or with any Governmental Entity, arbitrator or arbitration board with respect to the Reinsured Policies binding upon the ​, except as would not reasonably be expected to have a material adverse effect on the Reinsured Policies or the ​’s ability to satisfy its obligations under this Agreement and under the Related Agreements. There is no investigation or proceeding pending or, to the knowledge of the ​, threatened by, any Governmental Entity, against the ​ or any Representative thereof with respect to the Reinsured Policies, except as would not reasonably be expected to have a material adverse effect on the Reinsured Policies or the ​’s ability to satisfy its obligations under this Agreement and under the Related Agreements.

Absence of Litigation and Investigations. There are no Actions pending or, to the knowledge of the [[Organization A:Organization]], threatened against the [[Organization A:Organization]] or any Representative thereof that would reasonably be expected to have a material adverse effect on the [[Organization A:Organization]]’s ability to satisfy its obligations under this Agreement and under the Related Agreements. There is no outstanding order, decree (including a consent decree), judgment, writ, injunction, directive, decision, stipulation or ruling by any Governmental Entity, arbitrator or arbitration board binding upon the [[Organization A:Organization]] or any Representative thereof, except as would not reasonably be expected to have a material adverse effect on the [[Organization A:Organization]]’s ability to satisfy its obligations under this Agreement and under the Related Agreements. ​

Litigation. Except as set forth on [Schedule 8.6] to the Information Certificate, # there is no investigation by any Governmental Authority pending, or to the best of any Borrower’s or Guarantor’s knowledge threatened, against or affecting any Borrower or Guarantor, or its or their assets or business and # there is no action, suit, proceeding or claim by any Person pending, or to the best of any Borrower’s or Guarantor’s knowledge threatened, against any Borrower or Guarantor or its or their assets or goodwill, or against or affecting any transactions contemplated by this Agreement, in each case, which if adversely determined against such Borrower or Guarantor has or could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of either Borrower, threatened, at law, in equity, or in arbitration or before any Governmental Authority, by or against a Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that # purport to affect or pertain to this Agreement or any other Loan Document or the consummation of the Transactions, or # either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

LITIGATION. PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, ANY STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG ANY BORROWER, AGENT AND LENDERS, PERTAINING TO THIS AGREEMENT. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS.

Litigation. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney's fees. The parties each waive trial by jury in any legal action between the parties arising out of this Agreement. Monroe County, New York shall be the forum for any litigation arising from this Agreement.

Litigation. Except as described on [Schedule 4.01(f)], there is no pending or threatened action or proceeding affecting Borrower or any of the other transaction contemplated hereby before any court, governmental agency or arbitrator, which reasonably would be expected to have a Material Adverse Effect. As of the Closing Date there are no outstanding judgments against Borrower.

Litigation. Except as set forth in [Schedule 3.10] of the BRPA Schedules, there are no, and have never been any, claims, suits, actions or proceedings pending or, to BRPA’s knowledge, threatened against BRPA or Merger Sub before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator.