ServiceMagic 2012 Annual Report Download - page 314

(b) Each of the Borrower and its Material Subsidiaries owns, or is validity licensed to use, all Intellectual
Property used or held for use by such entities or necessary to operate their respective business as currently conducted and
contemplated to be conducted, and the operation of their respective businesses by the Borrower and its Material Subsidiaries does
not infringe upon or otherwise violate the rights of any other Person, except for any such Intellectual Property or infringements or
violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.06 Litigation and Environmental Matters .
(a)
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted
Subsidiaries(i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) on the Closing Date, that involve this Agreement or the Transactions (excluding use of
proceeds).
(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Restricted
Subsidiaries(i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other
approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written
notice of any claim with respect to any Environmental Liability or (iv) knows of any basis reasonably likely to result in
Environmental Liability.
SECTION 3.07
Compliance with Laws and Agreements . Each of the Borrower and its Material Subsidiaries is
in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.
SECTION 3.08
Investment Company Status . No Loan Party is an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940.
SECTION 3.09
Taxes . Each of the Borrower and its Material Subsidiaries has timely filed or caused to be filed
all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it,
except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Material
Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not
reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.
SECTION 3.10
ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which, if it were
to become due, would cause a Material Adverse Effect.
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