Litigation. There exists no action, suit, investigation, or proceeding pending or threatened, in writing, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.

Indemnification and Hold Harmless. Consultant, shall hold harmless the Released Parties against any damage, injury, death, claim, loss, charge or expense (including, without limitation, attorneys’ fees and court costs and the costs of investigation) of any party, including Consultant, arising out of or relating to, or claimed to arise out of or relate to, Consultant’s gross negligence or willful misconduct in performing consulting services in accordance with this Agreement.

One-Year Hold-Out Rule. If elected in ​ to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), the "one-year hold-out" rule under Code §410(a)(5)(C) applies. Under this rule, a Participant who has severed employment will incur a suspension of participation in the Plan after incurring a 1-Year Break in Service and the Plan disregards a Participant's service completed prior to a 1-Year Break in Service until the Participant completes one Year of Service following the 1-Year Break

Duty To Hold In Trust. Upon the occurrence of any Event of Default and at any time thereafter, Obligor shall, upon receipt by it of any revenue, income or other sums subject to the Security Interest, whether payable pursuant to the Notes or otherwise, or of any check, draft, note, trade acceptance, or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Parties, and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties for application to the satisfaction of the Obligations.

Agreement to Hold In Trust. All payments received directly by the Borrower that are required to be deposited into the Project Accounts in accordance with the terms of this Agreement, the Credit Agreement, or any other Financing Document (including any amount received by the Borrower pursuant to, or in connection with, any Project Document or any sale of assets) shall be held by the Borrower in trust for the Lender, shall be segregated from other funds of the Borrower and shall, forthwith upon receipt by the Borrower, be turned over to the Lender or its designee in the same form as received by the Borrower (duly endorsed by the Borrower to the Lender or the Accounts Bank, if requested by the Lender) for deposit and disbursement in accordance with this Agreement.

Pending Litigation. There are no proceedings pending, or to the knowledge of any Borrower threatened, against or affecting any Borrower or any Guarantor in any court or before any Governmental Authority or arbitration board or tribunal which could reasonably be expected to have a Material Adverse Effect. Neither any Borrower nor any Guarantor is in default with respect to any order of any court, Governmental Authority or arbitration board or tribunal, which could reasonably be expected to result in a Material Adverse Effect. Borrowers shall notify the Agent within three (3) Business Days (or such longer period as Agent may agree) after receipt by any Borrower of notice of any such proceedings or threatened proceedings that arise after the date hereof; provided, that no such notice shall be deemed satisfaction of the representations and/or warranties made in this [Section 7.8].

There is no Proceeding (whether federal, provincial, local or foreign) pending or, to the knowledge of ​, threatened or appealable against or affecting ​ or any of its properties, assets, business or employees. To the knowledge of ​, there is no fact that might result in or form the basis for any such Proceeding. ​ is not subject to any Orders and has not received any written opinion or memorandum or legal advice from their legal counsel to the effect that ​ is exposed, from a legal standpoint, to any liability which would be material to its business. ​ is not engaged in any legal action to recover monies due it or for damages sustained by any of them.

Pending Litigation. There are no actions, suits, proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or any of its Subsidiaries at law or in equity before or by any Governmental Agency, that would reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or materially and adversely affect the issuance or payment of the Subordinated Notes; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.

Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make reasonably available to Bank during Co-Borrower’s regular business hours, without expense to Bank, Co-Borrower and its officers, employees and agents and Co-Borrower‘s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Co-Borrower.

Litigation Control. The Party pursuing or controlling any action or defense under [Section 8.2, 8.3, or 8.4]4]4] (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that # the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, or voluntary disposition thereof, # any settlement, consent judgment or other voluntary disposition of such actions which # subjects the Secondary Party to any non-indemnified liability or obligation or # admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, # any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primary, and # any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any of the conditions described (the “Approving Party”) above shall provide the other Party notice of the Approving Party’s approval or denial of such approval within ten (10) business days of any request for such approval by the other Party, provided that # in the event the Approving Party wishes to deny such approval, such notice shall include a written description of the Approving Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and # the Approving Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period.