Common use of Actions and Proceedings Clause in Contracts

Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. Except as set forth in Section 4.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or on Schedule 3.1(j), --------------- there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its SubsidiariesPL, or against or involving any of its or their present or, to the present or knowledge of the Company, former directors, officers, employees, consultants, consultants or agents or stockholders of the Company or PL, in their capacities as such, any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the their properties, assets or business or any Employee Benefit Plan of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Company Option Agreement. Except as set forth in Section 4.10 As of the Company Letterdate of this Agreement, there are no actions, suits suits, labor disputes or claims or legal, administrative or arbitrative proceedings or governmental investigations (including claims for workers' compensation) pending or, to the Knowledge knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries PL or any of its or their present or or, to the knowledge of the Company, former directors, officers, employees, consultantsconsultants or agents in their capacities, agents or stockholders with respect to the Company as such, or any of its Subsidiaries, or any of the their properties, assets or business or any Employee Benefit Plan of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Company Option Agreement. There As of the date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries PL or any of its or their present or or, to the knowledge of the Company, former officers, directors, employees, consultantsconsultants or agents, agents or stockholders with respect to the Company or its Subsidiariesin their capacities as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Company Option Agreement. For purposes of this Agreement, the term "knowledge of the Company" shall mean the actual knowledge of the officers and directors of the Company.

Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving affecting the Company or any of its Subsidiaries, or against or involving affecting any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan Plan, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or materially impair could prevent or delay the ability consummation of the Company to perform its obligations transactions contemplated hereunder. Except as set forth in Section 4.10 of the Company LetterDisclosure Schedule, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving affecting the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan Plan, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or materially impair could prevent or delay the ability consummation of the Company to perform its obligations hereunder. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreementhereunder.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement and except as set forth in Section 3.10 of the Company Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employeesemployees or, to the Knowledge of the Company, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company Subsidiaries, as such, or any of its Subsidiaries, any of the or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative arbitration proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employeesemployees or, to the Knowledge of the Company, consultants, agents or stockholders with respect to the Company stockholders, as such, or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There As of the date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employeesemployees or, to the Knowledge of the Company, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There Except as set forth in Schedule 3.10, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders shareholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, any of the its or their properties, assets or business of the Company or any "Company Plan" (as defined in Section 3.13) or any fiduciary, agent or consultant of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability Company. As of the Company to perform its obligations hereunder. Except as set forth in Section 4.10 date of the Company Letterthis Agreement, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company shareholders, as such, or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any Company Plan or any fiduciary, agent or consultant of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability Company. As of the Company to perform its obligations hereunder. There date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesshareholders, as such, or any of the its or their properties, assets or business of the Company or any Company Plan or any fiduciary, agent or consultant of its Subsidiaries any Company Plan relating to the transactions contemplated by this Agreement.. 3.11 [INTENTIONALLY OMITTED]. 3.12

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders shareholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiariesshareholders, as such, or any of the Company's or the Subsidiaries' properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesshareholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity Entity, or (except for the matter pending in the U.S. District Court for the Southern District of New York captioned In re Eloquent, Inc. Initial Public Offering Securities Litigation, Case No. 01-CV-6775) any other Actions or Proceedings pending or, to the Knowledge of the Company, threatened by any person, against or involving (a) the Company or any of its Subsidiaries, or against or involving (b) to the Knowledge of the Company, any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, (c) any of the properties, assets or business of the Company or any of its Subsidiaries or (d) any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderCompany. Except as set forth in Section 4.10 of the Company Letter, there There are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving (w) the Company or any of its Subsidiaries or Subsidiaries, (x) to the Knowledge of the Company, any of its or their the present or former directors, officers, employees, consultants, agents or stockholders with respect to of the Company or any of its Subsidiaries, as such, (y) or any of the properties, assets or business of the Company or any of its Subsidiaries or (z) any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderCompany. There are no actionsActions or Proceedings, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting (i) the Company or any of its Subsidiaries or Subsidiaries, (ii) to the Knowledge of the Company, any of its or their the present or former officers, directors, employees, consultants, agents or stockholders with respect to of the Company or any of its Subsidiaries, as such, or any of (iii) the properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement.

Actions and Proceedings. There Except as set forth in Section 3.10 of the Company Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, Subsidiaries or against or involving any of the present or former directors, officers, employeesemployees or, to the Knowledge of the Company, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company Subsidiaries, as such, or any of its Subsidiaries, any of the or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. Except as set forth in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative arbitration proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employeesemployees or, to the Knowledge of the Company, consultants, agents or stockholders with respect to the Company stockholders, as such, or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employeesemployees or, to the Knowledge of the Company, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this AgreementAgreement and the Company Ancillary Agreements.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date hereof or in Schedule 3.10 of the Company Disclosure Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present directors or former directors, officers, employees, consultants, agents or stockholders officers of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, or involving any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderCompany. Except as set forth in Section 4.10 the Company SEC Documents filed prior to the date hereof or on Schedule 3.10 of the Company Disclosure Letter, as of the date of this Agreement, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries against or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiaries, or involving any of the propertiespresent directors or officers, assets or business of the Company or any of its Subsidiaries as such or involving any Company Plan of its or their properties, assets or business that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability Company. As of the Company to perform its obligations hereunder. There date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending pending, or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present directors or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesas such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreementthe Transaction Agreements.

Actions and Proceedings. There Except as set forth in Section 2.11 of the Company Letter, as of the date of this Agreement there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity Body against or involving the Company Acquired Companies or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderEmployee Plan. Except as set forth in Section 4.10 2.11 of the Company Letter, as of the date of this Agreement there are no actions, suits or claims or legal, administrative or arbitrative arbitration proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company Acquired Companies or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability Employee Plan. As of the Company to perform its obligations hereunder. There date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company Acquired Companies or any of its Subsidiaries their properties, assets or business relating to the transactions contemplated by this Agreement and the Ancillary Agreements. To the Knowledge of the Company, (a) as of the date of this Agreement there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Body against or involving any of its or their the present or former directors, officers, directors, employees, consultants, agents or stockholders with respect to of the Company or its SubsidiariesAcquired Companies and (b) as of the date of this Agreement there are no actions, suits, or claims, or legal, administrative or arbitration proceedings or investigations pending or threatened against or involving any of the propertiespresent or former directors, assets officers, employees, consultants, agents or business stockholders of the Acquired Companies, in each case where it is reasonably likely that any Acquired Company would have an indemnification or any of its Subsidiaries relating to contribution obligation, or where it is reasonably likely that such order, judgment, injunction, award or decree, or such action, suit, claim, proceeding or investigation, would have a Material Adverse Effect on the transactions contemplated by this AgreementCompany.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, consultants or agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultantsconsultants or agents, agents or stockholders with respect to the Company or any of its Subsidiariesas such, or any of the Company or the Subsidiaries properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.. Section 3.11

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement and except as set forth in Section 3.10 of the Company Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders employees of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Benefit Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative arbitration proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultantsas such, agents or stockholders with respect to the Company or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. There As of the date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiaries, employees or any of the its or their properties, assets or business of the Company or any of its Subsidiaries business, in each case relating to the transactions contemplated by this Agreement.

Actions and Proceedings. There Except as set forth in the Company ----------------------- SEC Documents filed prior to the date of this Agreement, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders shareholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company shareholders, as such, or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesshareholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There Except as set forth in the Parent SEC Documents filed prior to the date of this Agreement and except as set forth in item 2.10 of the Parent Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company Parent or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company Parent or any of its Subsidiaries, as such, any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Parent Benefit Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company Parent or prevent or materially impair delay the ability consummation of the Company to perform its obligations hereunderMerger. Except As of the date of this Agreement, except as set forth in Section 4.10 item 2.10 of the Company Parent Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings proceedings, labor disputes or investigations (including claims for workers' compensation) pending or, to the Knowledge of the CompanyParent, threatened against or involving the Company Parent or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company stockholders, as such, or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Parent Benefit Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company Parent, or prevent or materially impair delay the ability consummation of the Company to perform its obligations hereunderMerger. There As of the date hereof, except as set forth in item 2.10 of the Parent Letter, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the CompanyParent, threatened against or affecting the Company Parent or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement.

Actions and Proceedings. of the Company Disclosure Schedule sets forth a list and description of all actions, suits, investigations or claims or legal, administrative or arbitration proceedings to which the Company has been a party since the date of its incorporation. There are no outstanding orders, judgments, injunctions, awards or decrees Orders of any Governmental Entity against or involving the Company or any of its Subsidiariesassets or properties, or or, to the best of its knowledge, against or involving any of the present or former its directors, officers, employeesemployees or securities. There are no actions, consultantssuits, agents investigations or stockholders claims or legal, administrative or arbitration proceedings pending or, to the best knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the propertiessecurities, assets or business properties. To the best knowledge of the Company Company, there is no fact, event or circumstance now in existence that reasonably could be expected to give rise to any of its Subsidiaries action, suit, claim, proceeding or any Company Plan investigation that, individually or in the aggregate, would could be reasonably expected to have a Company Material Adverse Effect on or interfere with the Company Company's ability to consummate the transactions contemplated hereby or materially impair to conduct the ability business of the Company in substantially the same manner in which the Company has conducted its business prior to perform its the Closing Date. The foregoing includes, without limitation, actions pending or, to the best knowledge of the Company, threatened, involving the prior employment of any of the Company's employees, their use in connection with the Company's business of any information, know-how, creations, techniques or intellectual property allegedly proprietary to any of their former employers or other Persons, or their obligations hereunderunder any agreements with prior employers or other Persons. Except as set forth in disclosed on Section 4.10 4.9 of the Company LetterDisclosure Schedule, there are no actionsthe Company has not been a party to any individual action, suits suit, investigation or claims claim or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving arbitration proceeding in which the Company has settled, received a judgment or any otherwise incurred liability in an individual amount in excess of its Subsidiaries CDN $25,000. There is no action, suit or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to proceeding by the Company currently pending or any of its Subsidiaries, or any of the properties, assets or business of which the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company presently intends to perform its obligations hereunder. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreementinitiate.

Actions and Proceedings. There Except as set forth in Section 3.11 of the Company Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or or, to the knowledge of the Company, against or involving any of the present or former directors, officers, employees, consultants, consultants or agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or Company, materially impair the ability of the Company to perform its obligations hereunderhereunder or prevent or materially delay the consummation of the Merger. Except as set forth disclosed in the Company SEC Documents filed with the SEC prior to the date hereof or in Section 4.10 3.11 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or or, to the Company's knowledge, any of its or their present or former directors, officers, employees, consultants, consultants or agents or stockholders with respect to the Company or any of its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or Company, materially impair the ability of the Company to perform its obligations hereunderhereunder or prevent or materially delay the consummation of the Merger. The Company's expenses, losses and liabilities in connection with, including any adverse outcome of, that class action lawsuit filed in the United States District Court for the Northern District of Texas against the Company by certain stockholders of the Company, entitled Xxxxxxxx Xxxxxx, Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxx v. Paymentech Inc. Xxxxxx X. Xxxxxxx and Xxxxx X. Truetzel, will, to the best of the Company's knowledge, be covered by insurance maintained by the Company other than for the applicable deductibles under the Company's insurance policies (which deductibles do not exceed, in the aggregate, $1,000,000). There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or or, to the Company's knowledge, any of its or their present or former officers, directors, employees, consultants, consultants or agents or stockholders with respect to the Company or its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries Subsidiaries, in each case relating to the transactions contemplated by this Agreement.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Section 3.10 of the Company Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or Subsidiaries, as such, any of its Subsidiaries, any of the or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 As of the Company Letterdate of this Agreement, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company stockholders, as such, or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There As of the date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or the Company Venture, or against or involving any of the present or former directors, officers, employees, consultants, agents officers or stockholders employees of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, or the Company Venture, as such, any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderCompany. Except as set forth in Section 4.10 3.10 of the Company Letter, as of the date of this Agreement, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries Subsidiaries, or the Company Venture, or any of its or their present or former directors, officersofficers or employees as such, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, if determined or resolved adversely to the Company or any Subsidiary of the Company, or the Company Venture, in accordance with the claimant's or plaintiff's demands, would reasonably be expected to have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderCompany. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations relating to the transactions contemplated by this Agreement that are pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries Subsidiaries, or the Company Venture, or any of its or their present or former officers, directors, directors or employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesas such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreementbusiness.

Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders shareholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 of the Company Letter, there There are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders shareholders with respect to the Company or any of its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders shareholders with respect to the Company or its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There Except as set forth in Section 3.11 of the Company Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or or, to the knowledge of the Company, against or involving any of the present or former directors, officers, employees, consultants, consultants or agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or Company, materially impair the ability of the Company to perform its obligations hereunderhereunder or prevent or materially delay the consummation of the Merger. Except as set forth disclosed in the Company SEC Documents filed with the SEC prior to the date hereof or in Section 4.10 3.11 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or or, to the Company's knowledge, any of its or their present or former directors, officers, employees, consultants, consultants or agents or stockholders with respect to the Company or any of its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or Company, materially impair the ability of the Company to perform its obligations hereunderhereunder or prevent or materially delay the consummation of the Merger. The Company's expenses, losses and liabilities in connection with, including any adverse outcome of, that class action lawsuit filed in the United States District Court for the Northern District of Texas against the Company by certain stockholders of the Company, entitled Xxxxxxxx Xxxxxx, Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxx v. Paymentech Inc. Xxxxxx X. Xxxxxxx and Xxxxx X. Truetzel, will, to the best of the Company's knowledge, be covered by insurance maintained by the Company other than for the applicable deductibles under the Company's insurance policies (which deductibles do not exceed, in the aggregate, $1,000,000). There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or or, to the Company's knowledge, any of its or their present or former officers, directors, employees, consultants, consultants or agents or stockholders with respect to the Company or its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries Subsidiaries, in each case relating to the transactions contemplated by this Agreement.. Section 3.12

Actions and Proceedings. There Except as set forth in the ----------------------- Company SEC Documents filed prior to the date of this Agreement, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders shareholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company shareholders, as such, or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesshareholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There are no outstanding ----------------------- orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders shareholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 of the Company Letter, there There are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders shareholders with respect to the Company or any of its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders shareholders with respect to the Company or its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, Company Plans or ERISA Affiliates, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders shareholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries Subsidiaries, Company Plans or ERISA Affiliates, or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiariesshareholders, as such, or any of the Company or the Subsidiaries properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries Subsidiaries, Company Plans or ERISA Affiliates, or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesshareholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, consultants or agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, any of the its or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. Except as set forth in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultantsconsultants or agents, agents or stockholders with respect to the Company or any of its Subsidiariesas such, or any of the Company or the Subsidiaries properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunderhereunder or under the Stock Option Agreement. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement and the Stock Option Agreement.

Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. Except as set forth in Section 4.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiaries, or any of the properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement.

Actions and Proceedings. There Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Section 3.10 of the Company Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving (i) the Company or any of its Subsidiaries, or against or involving (ii) to the Knowledge of the Company, any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, (iii) any of the properties, assets or business businesses of the Company or any of its Subsidiaries or (iv) any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. Except as set forth in Section 4.10 As of the Company Letterdate of this Agreement, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving (i) the Company or any of its Subsidiaries or Subsidiaries, (ii) to the Knowledge of the Company, any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiariesstockholders, or as such, (iii) any of the properties, assets or business businesses of the Company or any of its Subsidiaries subsidiaries or (iv) any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. There As of the date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting (i) the Company or any of its Subsidiaries or Subsidiaries, (ii) to the Knowledge of the Company, any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, or as such, (iii) any of the properties, assets or business businesses of the Company or any of its Subsidiaries or (iv) any Company Plan, in each case relating to the transactions contemplated by this Agreement. The Company is not in default with respect to any material final judgment, order or decree of any court or any governmental agency or instrumentality.

Actions and Proceedings. There Except as set forth in Item 3.10 of the Company Letter, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or Subsidiaries, as such, any of its Subsidiaries, any of the or their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as in Section 3.12(f) defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or prevent or materially impair delay the ability consummation of the Company to perform its obligations hereunderMerger. Except as set forth in Section 4.10 As of the Company Letterdate of this Agreement, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company stockholders, as such, or any of its Subsidiaries, or any of the their properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or prevent or materially impair delay the ability consummation of the Company to perform its obligations hereunderMerger. There As of the date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, as such, or any of the its or their properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement.

Actions and Proceedings. There are no outstanding orders, ----------------------- judgments, injunctions, awards or decrees of any Governmental Entity against or involving the Company or any of its Subsidiaries, or to the Knowledge of the Company against or involving any of the present or former directors, officers, employees, consultants, agents or stockholders Stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiariesits, any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. Except as set forth in Section 4.10 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or to the Knowledge of the Company any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its SubsidiariesStockholders, or any of the properties, assets or business of the Company or any of its Subsidiaries or any Company Plan that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. There are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or to the Knowledge of the Company any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its SubsidiariesStockholders, or any of the properties, assets or business of the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement.

Actions and Proceedings. There are Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, there are, as of the date of this Agreement, no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against or involving (i) the Company or any of its Subsidiaries, or against or involving (ii) to the Knowledge of the Company, any of the present or former directors, officers, employees, consultants, agents or stockholders of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries, as such, (iii) any of the properties, assets or business businesses of the Company or any of its Subsidiaries or (iv) any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. Except as set forth in Section 4.10 As of the Company Letterdate of this Agreement, there are no actions, suits or claims or legal, administrative or arbitrative proceedings or investigations (including claims for workers' compensation) pending or, to the Knowledge of the Company, threatened against or involving (i) the Company or any of its Subsidiaries or Subsidiaries, (ii) to the Knowledge of the Company, any of its or their present or former directors, officers, employees, consultants, agents or stockholders with respect to the Company or any of its Subsidiariesstockholders, or as such, (iii) any of the properties, assets or business businesses of the Company or any of its Subsidiaries or (iv) any Company Plan (as hereinafter defined) that, individually or in the aggregate, would have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder. There As of the date hereof, there are no actions, suits, labor disputes or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against or affecting (i) the Company or any of its Subsidiaries or Subsidiaries, (ii) to the Knowledge of the Company, any of its or their present or former officers, directors, employees, consultants, agents or stockholders with respect to the Company or its Subsidiariesstockholders, or as such, (iii) any of the properties, assets or business businesses of the Company or any of its Subsidiaries or (iv) any Company Plan, in each case relating to the transactions contemplated by this Agreement. The Company is not in default with respect to any material final judgment, order or decree of any court or any governmental agency or instrumentality.