Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. A. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, there is no pending Proceeding: (i) That has been commenced by or against the Company or the Subsidiary; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) There is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) The Company and the Subsidiary are, and at all times since September 30, 1998 have been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the Subsidiary, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Section 3.15(a) of the Company Seller Disclosure ScheduleLetter, there is no pending or, to Sellers’ Knowledge, threatened Proceeding: (i) That has been commenced by or against any Seller or Purchased Subsidiary that relates to or would reasonably be expected to affect the Company Business or the SubsidiaryAssets in a materially adverse manner; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 Section 3.15(a) of the Company Seller Disclosure ScheduleLetter, to the Knowledge of the CompanySellers’ Knowledge, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may is reasonably likely to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectsuch Proceeding. B. (b) Except as set forth in Schedule 3.15 Section 3.15(b) of the Company Seller Disclosure ScheduleLetter, since January 31, 2003: (i) There is there has been no Order to which the Company or the any Purchased Subsidiary, or, to the Company's Knowledge, Business or any of the assets owned or used by the Company or the Subsidiary, Assets is subject; and (ii) To the Company's to Sellers’ Knowledge, no officer, director, Affected Employee or employee of the Company or the Purchased Subsidiary Employee is subject to any Order that prohibits such officer, director, Affected Employee or employee Purchased Subsidiary Employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Company or the Subsidiary as currently conductedBusiness. C. (c) Except as set forth in Schedule 3.15 Section 3.15(c) of the Company Seller Disclosure ScheduleLetter: (i) The Company each Seller and the Purchased Subsidiary are, and at all times since September 30, 1998 have been, is in full compliance with all of the terms and requirements of each Order to which it, it or any of the assets owned or used by it, Assets is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which any Seller (with respect to the Company or the SubsidiaryBusiness), Purchased Subsidiary or any of the assets owned or used by the Company or the Subsidiary, Assets is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the no Seller or Purchased Subsidiary have has received, at any time since September 30January 31, 19982003, any written notice from any Governmental Body or any other Person regarding any actual actual, alleged or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which such Seller (with respect to the CompanyBusiness), such Purchased Subsidiary or any of the assets owned or used by the Company or the Subsidiary, Assets is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 2.20(a) of the Company Disclosure Schedule, : (i) there is no pending Legal Proceeding: (i) That has been commenced by or against the Company or the Subsidiary; or and (ii) To to the Knowledge knowledge of the Company: (A) no Governmental Body has overtly threatened to commence any Legal Proceeding; and (B) no other Person has threatened in writing to commence any Legal Proceeding, in the case of clauses “(i)” and “(ii)” of this sentence: (1) that involves: (A) any of the Acquired Corporations; (B) any securities of any of the Acquired Corporations; or (C) any alleged action or omission on the part of any director or officer of any Acquired Corporation in his or her capacity as such; or (2) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions. Except as set forth Transactions (the Legal Proceedings identified in Schedule 3.15 of the Company Disclosure Schedule, to the Knowledge of the Company, (iPart 2.20(a) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectbeing referred to as the “Specified Proceedings”). B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (ib) There is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) The Company and the Subsidiary are, and at all times since September 30, 1998 have been, in full compliance with all of the terms and requirements of each Order to which itAcquired Corporations, or any of the assets owned or used by itany of the Acquired Corporations, is or has been subject, except where the failure to comply as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect; (ii) . To the Knowledge knowledge of the Company, no event has occurred officer or circumstance exists other key employee of any of the Acquired Corporations is subject to any Order that may constitute prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations as it is currently conducted, except as would not have and would not reasonably be expected to have or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and. (iiic) Neither The facts and information that the Company nor has disclosed to Parent relating to the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, Specified Proceedings or any of the assets owned alleged acts or used omissions that are the subject of any of the Specified Proceedings is accurate and correct. The Company SEC Documents contain all information with respect to the Specified Proceedings that is required to be disclosed by the rules and regulations of the SEC. The Company or has made available to Parent: (A) copies of all documents providing indemnification and related obligations of the Subsidiary, is or has been subjectrespective Acquired Corporations with respect to the Specified Proceedings; (B) any insurance coverage that applies to any of the Specified Proceedings; and (C) all Contracts that are material to any of the foregoing.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Sorisole Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against Sorisole or that otherwise relates to or may affect the Company business of, or any of the Subsidiaryassets owned or used by, Sorisole; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyShareholders and Sorisole, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to result in or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Sorisole has delivered to Merger Sub and Parent La Jolla copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Sorisole Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Sorisole Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of Sorisole. B. (b) Except as set forth in Schedule Part 3.15 of the Company Sorisole Disclosure ScheduleLetter: (i) There there is no Order to which the Company Sorisole, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiarySorisole, is subject; (ii) no Sorisole Shareholder is subject to any Order that relates to the business of, or any of the assets owned or used by, Sorisole; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the Company or the Subsidiary Sorisole is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedSorisole. C. (c) Except as set forth in Schedule Part 3.15 of the Company Sorisole Disclosure ScheduleLetter: (i) The Company Sorisole is and the Subsidiary are, and at all times since September 30, 1998 have been, has been in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiarySorisole, or any of the assets owned or used by the Company or the SubsidiarySorisole, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at Sorisole has not received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanySorisole, or any of the assets owned or used by the Company or the SubsidiarySorisole, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 of 3.13 and any event or occurrence which would not have a Material Adverse Effect on the Company Disclosure ScheduleAssets or Business, there is no pending or, to Seller’s Knowledge, threatened Proceeding: (i) That has been commenced by or against Seller or that otherwise relates to or may affect the Company Business, or any of the SubsidiaryAssets; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanySeller, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may is reasonably likely to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, correspondence and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule3.13. The There are no Proceedings listed or required to be listed in Schedule 3.15 of the Company Disclosure Schedule will not 3.13 that could have a Company Material Adverse EffectEffect on the Business, or upon the Assets. B. (b) Except as set forth in Schedule 3.15 of 3.13 and any event or occurrence which would not have a Material Adverse Effect on the Company Disclosure ScheduleAssets or Business: (i) There there is no Order to which Seller and the Company Business or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, Assets is subject; and (ii) To to the Company's KnowledgeKnowledge of Seller, no officer, director, or employee of the Company or the Subsidiary Hired Active Employee is subject to any Order or Legal Requirement that prohibits such officer, director, or employee Hired Active Employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Company or the Subsidiary as currently conductedBusiness. C. (c) Except as set forth in Schedule 3.15 of 3.13 and any event or occurrence which would not have a Material Adverse Effect on the Company Disclosure ScheduleAssets or Business: (i) The Company and the Subsidiary areSeller is, and and, at all times since September 30April 1, 1998 have been, 2013 has been in full compliance with all of the terms and requirements of each Order to which it, it or any of the assets owned or used by it, Assets is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, Seller or any of the assets owned or used by the Company or the Subsidiary, Assets is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have Seller has not received, at any time since September 30April 1, 1998, 2013 any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual or alleged actual, alleged, possible violation of, or failure to comply with, any term or requirement of any Order to which the Company, Seller or any of the assets owned or used by the Company or the Subsidiary, Assets is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 3.13 of the Company Disclosure ScheduleLetter, there is are no Proceedings pending or Threatened against (i) Holdings, the Company or any of Company’s Subsidiaries, (ii) any of Holdings’, the Company’s or Company’s Subsidiaries’ officers, directors, employees, agents or stockholders in their capacity as such or (iii) any of the Company’s or Company’s Subsidiaries’ respective properties or businesses (collectively, “Seller Proceedings”), and to the Knowledge of Sellers, Holdings and the Company, there are no facts which may constitute a valid basis for any such claim. All of the pending Seller Proceedings and Orders set forth in Part 3.13 of the Disclosure Letter are fully covered by insurance policies (or other indemnification agreements with third parties) and are being defended by the insurers (or such third parties). None of Holdings, the Company or any of Company’s Subsidiaries has entered into any agreement to settle or compromise any Proceeding or Order pending or Threatened against it that has involved any obligation other than the payment of money or for which Holdings, the Company or any of Company’s Subsidiaries has any continuing obligation. There are no Proceedings pending or Threatened against any of them with respect to this Agreement or the Contemplated Transactions, and to the Knowledge of Sellers, Holdings and the Company, no fact or circumstance exists which may constitute a valid basis for any such Proceeding. (b) Except as set forth in Part 3.13 of the Disclosure Letter: (i) That has been commenced by or against the Company or the Subsidiary; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) There there is no Order to which Holdings, the Company or the Subsidiaryany of Company’s Subsidiaries, or, to the Company's Knowledge, or any of the assets owned or used by Holdings, the Company or the Subsidiaryany of Company’s Subsidiaries, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary Neither Sellers nor Holdings is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating relates to the business of, or any of the assets owned or used by, Holdings, the Company or the Subsidiary as currently conductedany of Company’s Subsidiaries. C. (c) Except as set forth in Schedule 3.15 Part 3.13 of the Company Disclosure ScheduleLetter: (i) The each of Holdings, the Company and the Subsidiary are, and at all times since September 30, 1998 have been, Company’s Subsidiaries is in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect;; and (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Holdings, the Company or the Subsidiaryany of Company’s Subsidiaries, or any of the assets owned or used by Holdings, the Company or the Subsidiary, and any of Company’s Subsidiaries is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the Subsidiary, is or has been subject.

Legal Proceedings; Orders. A. Except as set forth in Schedule 3.15 (a) Part 3.17 of the Company Disclosure ScheduleSchedule contains a complete and correct list of each Proceeding by or against Seller that is currently pending, there is has been pending at any time since December 31, 2002 (with a stated amount in controversy in excess of $5,000.00 and all Proceedings in which no pending Proceedingdollar amount has been stipulated), and that: (i) That has been commenced by relates to or against may affect the Company Business or any of the SubsidiaryAcquired Assets; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactionscontemplated transactions. Except as set forth in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) threatened, no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding, and no proceeding has been settled since December 31, 2002, for an amount greater than $5,000.00. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding proceeding listed in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule will could not reasonably be expected to have a Company Material Adverse EffectEffect on the Business or the operations, assets, condition, or prospects of Seller. B. (b) Except as set forth in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule: (i) There is no Order to which the Company Seller or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, Acquired Assets is subject; (ii) Seller is not subject to any Order that relates to the Business or any of the Acquired Assets; and (iiiii) To the Company's Knowledge, no No officer, director, agent, or employee of the Company or the Subsidiary Seller is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedBusiness. C. (c) Except as set forth in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule: (i) The Company and the Subsidiary areSeller is, and at all times since September 30December 31, 1998 have 2006 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by itAcquired Assets, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no No event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiarySeller, or any of the assets owned or used by the Company or the SubsidiaryAcquired Assets, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have Seller has not received, at any time since September 30, 1998time, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanySeller, or any of the assets owned or used by the Company or the Subsidiary, Acquired Assets is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's KnowledgeKnowledge of Sellers and the Acquired Companies, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary are, and at all times since September 30, 1998 have been, is in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have received, at has received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 3.7 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Seller's Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Seller's Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanySeller, any Seller's Company and HEICO, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may is likely to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected such Proceeding. Seller or on Seller's behalf, has made available to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent Investor copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 3.7 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule 3.15 Part 3.7 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets or financial condition of any Seller's Company. B. (b) Except as set forth in Schedule 3.15 Part 3.7 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Seller's Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Seller's Company, is subjectsubject that prohibits or prevents Seller's Companies from conducting its business in the Ordinary Course of Business; (ii) neither Seller or HEICO is subject to any Order that relates to the business of, or any of the assets owned or used by, any Seller's Company that prohibits or prevents Seller's Companies from conducting its business in the Ordinary Course of Business; and (iiiii) To to the CompanyKnowledge of Seller, any Seller's KnowledgeCompany and HEICO, no officer, director, agent, or employee of the any Seller's Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of any Seller's Company in the Company or the Subsidiary as currently conductedOrdinary Course of Business. C. (c) Except as set forth in Schedule 3.15 Part 3.7 of the Company Disclosure ScheduleLetter: (i) The each Seller's Company and the Subsidiary areis, and at all times since September 30, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To to the Knowledge of the CompanySeller, any Seller's Company and HEICO, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Seller's Company, or any of the assets owned or used by the Company or the Subsidiaryany Seller's Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Seller's Company nor the Subsidiary have received, at has received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any EXECUTION COPY other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Seller's Company, or any of the assets owned or used by the Company or the Subsidiaryany Seller's Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's Knowledge, Knowledge of Sellers and the Company no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30January 1, 1998 have 2000 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30January 1, 1998, 2000 any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 2.17(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding: , no Person has threatened to commence any Legal Proceeding: (i) That has been commenced by or against the that involves any Acquired Company or any of the Subsidiaryproperties or assets owned or used by any Acquired Company; or or (ii) To the Knowledge of the Company, that challenges, or that may could reasonably be expected to have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any the Merger. To the Knowledge of the Contemplated Transactions. Except Company, except as set forth in Schedule 3.15 Part 2.17(a) of the Company Disclosure Schedule, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred occurred, and no claim, dispute or other condition or circumstance exists exists, that may will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result such Legal Proceeding. (b) Except as set forth in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 2.17(b) of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) There , there is no Order order, writ, injunction, judgment or decree to which the Company any Acquired Company, or the Subsidiary, or, to the Company's Knowledge, any of the properties or assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; and (ii) To , that will have, or reasonably likely to have, a Material Adverse Effect on the Company's Knowledge, no officer, director, . No officer or other employee of the any Acquired Company or the Subsidiary is subject to any Order order, writ, injunction, judgment or decree that prohibits such officer, director, officer or other employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of any Acquired Company that will have, or be reasonably likely to have, a Material Adverse Effect on the Company. (c) Without limiting the generality of the foregoing, except as set forth in Part 2.17(c) of the Company Disclosure Schedule, no claim has been asserted against any of the Acquired Companies that it has engaged in any unethical billing practices or in any non-arm's length dealings with any of its clientele, suppliers or other business associates; and the Subsidiary as currently conducted. C. Company knows of no basis for any such claim, and none of the Acquired Companies has perpetrated any Medicare or Medicaid fraud or abuse nor has any Governmental Body claimed that any of the Acquired Companies has committed any fraud or abuse within the last five (5) years. Except as set forth in Schedule 3.15 Part 2.17(c) of the Company Disclosure Schedule: (i) The , each Acquired Company that is participating in or receiving reimbursement from or is a party to Medicaid or Medicare has all necessary certifications and the Subsidiary arecontracts required for participation in such programs, and at all times since September 30, 1998 have been, which are in full compliance with all of the terms force and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the Subsidiary, is or has been subjecteffect.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 on Section 4.11(a) of the Company Disclosure Schedule, there is no pending Proceeding: (i) That has been commenced by or against the Company or the Subsidiary; or (ii) To the Knowledge as of the Companydate hereof, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedulethere are no material Legal Proceedings pending (or, to the Knowledge of the Company, (ithreatened) no such Proceeding has been Threatened and (ii) no event has occurred against the Acquired Companies or circumstance exists that may give rise to or serve as a basis for concerning the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 assets of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 Acquired Companies. (b) Section 4.11(b) of the Company Disclosure Schedule will not have a lists each outstanding Order under which an Acquired Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) There is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits and has material ongoing obligations. The applicable Acquired Company is currently in compliance with and, since the date of such officerOrder, director, or employee from engaging has been in or continuing any conduct, activity, or practice relating to compliance with the business terms of thereof. (c) As of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) The Company and the Subsidiary aredate hereof, and at all times since September 30, 1998 have been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, there is no event has occurred investigation by any Governmental Entity pending or circumstance exists that may constitute or result in (threatened with or without notice or lapse of time) a violation of or failure respect to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; andAcquired Companies. (iiid) Neither The Acquired Companies are and, since January 1, 2020, have been in material compliance with all Healthcare Laws applicable to the Regulatory Approvals for each Company nor Product and all terms and conditions of such Regulatory Approvals. There are no, and since January 1, 2020 have not been any, Legal Proceedings pending or, to the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement Knowledge of any Order to which the Company, threatened in writing, relating to the suspension, revocation, modification or termination of any Regulatory Approvals for each Company Product. Since January 1, 2020, the Acquired Companies have submitted all material reports and records to the FDA, DEA, and other relevant Governmental Entities required by, and in material compliance with, applicable Laws, including Healthcare Laws, and Regulatory Approvals. All such reports and records were true, accurate, and complete in all material respects as of the assets owned date submitted, or used by were subsequently corrected, and, to the Company or extent required to be updated, have been updated to be true, accurate, and complete in all material respects as of the Subsidiary, is or has been subjectdate of such update.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of To the Company Disclosure Schedule, to the Knowledge of the CompanyAcquired Companies’ Knowledge, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company Clayco and the Subsidiary Bank have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse EffectEffect on the Acquired Companies. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Acquired Company is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's Acquired Companies’ Knowledge, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30February 14, 1998 have 2001 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or since February 14, 2001, and no circumstance presently exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30February 14, 19982001, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject. (d) No Acquired Company is subject to and there are no facts and/or circumstances in existence that will result in any Acquired Company becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding, or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Body charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of any Acquired Company. No Governmental Body has advised any Acquired Company that such Governmental Body is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding, or extraordinary supervisory letter or any such board resolutions, nor has any Governmental Body commenced an investigation in connection therewith. (e) No facts or circumstances exist which would cause any Acquired Company to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended, the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), any Order issued with respect to anti-money laundering by the United States Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering Legal Requirements; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy laws and related Legal Requirements, including, without limitation, Title V of the GLB Act, and the provisions of the information security program adopted pursuant to 12 C.F.R. Part 40. To the extent required by applicable Legal Requirements, each Acquired Company has adopted and implemented an anti-money laundering program that contains customer identification verification procedures that comply with Section 326 of the Patriot Act, and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act. Each Acquired Company has complied in all respects with any applicable requirements to file reports and other necessary documents as required by the Patriot Act.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company NorthStar and the Subsidiary NorthStar Bank have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Acquired Company is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's KnowledgeKnowledge of the Acquired Companies, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30January 1, 1998 have 2000 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30January 1, 19982000, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject. (d) No Acquired Company is subject to and, to the Acquired Companies’ Knowledge, there are no facts and/or circumstances in existence that will result in any Acquired Company becoming subject to, any written Order, agreement (including an agreement under Section 4(m) of the BHCA), memorandum of understanding, or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Body charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of any Acquired Company. No Governmental Body has advised any Acquired Company in writing or, to the Acquired Companies’ Knowledge, otherwise advised that such Governmental Body is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding, or extraordinary supervisory letter or any such board resolutions, nor, to the Acquired Companies’ Knowledge, has any Governmental Body commenced an investigation in connection therewith. (e) To the Acquired Companies’ Knowledge, no facts or circumstances exist which would cause any Acquired Company to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended, the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), any Order issued with respect to anti-money laundering by the United States Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering Legal Requirements; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy laws and related Legal Requirements, including, without limitation, Title V of the GLB Act, and the provisions of the information security program adopted pursuant to 12 C.F.R. Part 40. Each Acquired Company has adopted and implemented an anti-money laundering program that contains customer identification verification procedures that comply with Section 326 of the Patriot Act, and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act. Each Acquired Company has complied in all respects with any requirements to file reports and other necessary documents as required by the Patriot Act.

Legal Proceedings; Orders. A. a. Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Seller and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. b. Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's KnowledgeKnowledge of Seller and the Acquired Companies, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. c. Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30, 1998 have formation has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30, 1998formation, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's KnowledgeKnowledge of Sellers and the Acquired Companies, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30December 31, 1998 have 1996 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30December 31, 19981996, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, there (a) There is no pending Legal Proceeding: , and (to the Company’s Knowledge) no Person has threatened to commence any Legal Proceeding: (i) That has been commenced that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or against the Company or the Subsidiary; or (ii) To the Knowledge of the Company, that challenges, or that may that, if decided adversely to any Acquired Corporation, would reasonably be expected to have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to the Knowledge of To the Company’s Knowledge, there is no pending Legal Proceeding, and no Person has threatened to commence any Legal Proceeding, that involves any Company Associate (i) no such Proceeding has been Threatened and (ii) in his or her capacity as such). To the Company’s Knowledge, no event has occurred occurred, and no claim, dispute or other condition or circumstance exists exists, that may would reasonably be expected to give rise to or serve as a basis for the commencement of any Proceeding that could such Legal Proceeding. The Legal Proceedings identified in Part 2.21(a) of the Disclosure Schedule (other than the State Court Action, the Federal Court Action and the Stockholder Lawsuits) have not had and, if decided adversely to any Acquired Corporation, would not reasonably be expected to have or to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (ib) There is no Order order, writ, injunction, judgment or decree to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) The Company and the Subsidiary are, and at all times since September 30, 1998 have been, in full compliance with all of the terms and requirements of each Order to which itAcquired Corporations, or any of the assets owned or used by itany of the Acquired Corporations, is subject. To the Company’s Knowledge, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations. (c) The Company has been subjectMade Available to Parent all Stockholder Lawsuit Documents; provided, except where however, that the failure Company does not hereby represent that it has Made Available to comply Parent any Stockholder Lawsuit Document if (1) the disclosure of the contents of such Stockholder Lawsuit Document to Parent would not have result in the loss of an attorney-client privilege or attorney work product privilege held by the Company with respect to such Stockholder Lawsuit Document and (2) the Company continues to hold such privilege with respect to such Stockholder Lawsuit Document continuously at all times through and including the Closing Date. The Company has complied in all respects with all discovery requests in the State Court Action, other than pursuant to objections permitted by California law, protective orders granted by an applicable court or discovery referee, limited or otherwise described in any order or finding of an applicable court or discovery referee or matters presently the subject of a Company Material Adverse Effect; written notice of dispute between the parties. “Stockholder Lawsuit Document” shall mean any document, record, written material or other information in written or readable form that (i) contains analysis or discussion of either of the Stockholder Lawsuits or (ii) To contains analysis or discussion of (A) the Knowledge disclosure to members of the Companygeneral public (whether via a press release, no event has occurred a statement, report, schedule, form or circumstance exists that may constitute other document filed with the SEC or result in (with or without notice or lapse of timeotherwise) a violation of or failure to comply with any term or requirement of any Order to which by the Company or of the SubsidiaryState Court Action, either of the Federal Court Actions or any of the assets owned acts or used by omissions that are the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement subject of any Order to which the Company, or any of the assets owned State Court Action or used by Federal Court Actions, or (B) the Company or the Subsidiary, is or has been subjectfailure to make any such disclosure.

Legal Proceedings; Orders. A. (1) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i1) That that has been commenced by or against the Company or the SubsidiaryCompany; or (ii2) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Seller and the Company, (i) no such Proceeding has been Threatened Threatened, and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. B. (2) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i1) There there is no Order to which the Company Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryCompany, is subject; (2) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (ii3) To to the Knowledge of Seller and the Company's Knowledge, no officer, director, agent, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. (3) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i1) The the Company and the Subsidiary areis, and at all times since September 30March 31, 1998 have 1999 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii2) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii3) Neither the Company nor the Subsidiary have has not received, at any time since September 30March 31, 19981999, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 of the Company Seller Disclosure ScheduleLetter, there is no pending or, to Sellers’ Knowledge, threatened Proceeding: (i) That has been commenced by or against Seller that relates to or would reasonably be expected to result in a Material Adverse Effect on the Company Business or the SubsidiaryAssets; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, materially delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Seller Disclosure ScheduleLetter, to the Knowledge of the CompanySellers’ Knowledge, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Sellers have made available to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in the Seller Disclosure Letter, if any. (b) Except as set forth in the Seller Disclosure Letter: (i) there is no Order to which the Business or any of the Assets is subject that could would reasonably be expected to result in a Company Material Adverse Effect. The Company and Effect on the Subsidiary Business or Assets or have delivered to Merger Sub and Parent copies the effect of all pleadingspreventing, correspondencematerially delaying, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) There is no Order to which the Company making illegal or the Subsidiary, or, to the Company's Knowledgeotherwise interfering with, any of the assets owned or used by the Company or the Subsidiary, is subjectContemplated Transactions; and (ii) To the Company's to Sellers’ Knowledge, no officer, director, agent or employee of the Company or the Subsidiary any Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Company or the Subsidiary as currently conductedBusiness. C. (c) Except as set forth in Schedule 3.15 of the Company Seller Disclosure ScheduleLetter: (i) The Company and the Subsidiary are, and at Each Seller is in compliance in all times since September 30, 1998 have been, in full compliance material respects with all of the terms and requirements of each Order to which it, it or any of the assets owned or used by it, Assets is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which any Seller (with respect to the Company or the Subsidiary, Business) or any of the assets owned or used by the Company or the Subsidiary, Assets is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have No Seller has received, at any time since September 30January 1, 19982002, any written notice from any Governmental Body or any other Person regarding any actual actual, alleged or alleged potential material violation of, or failure to comply with, any term or requirement of any Order to which Seller (with respect to the Company, Business) or any of the assets owned or used by the Company or the Subsidiary, Assets is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30January 1, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30January 1, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.16, there is no pending litigation or judicial, administrative or arbitration proceeding or, to the Knowledge of the Company or the Seller or any of its affiliates, investigation (each a "Proceeding:"): (i) That that has been commenced by or against the Company or Seller or that otherwise relates to or may affect the SubsidiaryBusiness, or any of the assets owned or used by, the Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of with the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to transactions contemplated by this Agreement. (b) To the Knowledge of the CompanySeller, (i1) no such Proceeding has been Threatened threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule3.16. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule 3.16 will not have a Company Material Adverse Effect. B. (c) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.16: (i) There there is no Order decision, injunction, judgment, order, or ruling by any court, administrative agency, other Governmental Body or by any arbitrator (each, an "Order") to which any of the Company or the SubsidiarySeller, or, to the Company's Knowledge, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject; and; (ii) To the Company's Knowledge, no officer, director, or employee of neither the Company or the Subsidiary nor Seller is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating relates to the business Business or any of the assets owned or used by the Company; and (iii) neither the Company or nor Seller is subject to any Order that relates to the Subsidiary as currently conductedtransactions contemplated by this Agreement. C. (d) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.16: (i) The the Company and the Subsidiary areis, and at all times since September 30the date of the Interim Balance Sheet, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or it has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have has not received, at any time since September 30, 1998the date of the Interim Balance Sheet, any notice or other, written notice communication from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the Subsidiary, is or has been subject.

Legal Proceedings; Orders. A. (a) For purposes of this Agreement: (i) a “Proceeding” is any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator; (ii) an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter or should have become aware of such fact or other matter after due inquiry; and (iii) the Company will be deemed to have “Knowledge” of a particular fact or other matter if any of Xxxxx Xxxx, Xxxx Xxxxx, or Xxxxxxx Xxxxx is actually aware of such fact or other matter or should have become aware of such fact or other matter after due inquiry. (b) Except as set forth in Schedule 3.15 Part 3.15(b) of the Company Disclosure ScheduleLetter, there is no pending Proceeding: : (i) That that has been commenced by or against the Company or the Subsidiaryany of its Subsidiaries; or or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactionstransactions contemplated by this Agreement. To the Company’s Knowledge, no such Proceeding has been threatened. The Company has delivered to Buyer copies of all pleadings, material correspondence, and other material documents relating to each Proceeding listed in Part 3.15(b) of the Disclosure Letter. (c) Except as set forth in Schedule 3.15 Part 3.15(c) of the Company Disclosure ScheduleLetter, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) There there is no Order to which the Company or the Subsidiaryany of its Subsidiaries, or, to the Company's Knowledge, or any of the assets owned or used by the Company or the Subsidiaryany of its Subsidiaries, is subject; and. (iid) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 Part 3.15(d) of the Disclosure Letter: (i) each of the Company Disclosure Schedule: (i) The Company and the Subsidiary are, and at all times since September 30, 1998 have beenits Subsidiaries is in compliance, in full compliance all material respects, with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; ; and (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither neither the Company nor the Subsidiary have received, at any time since September 30, 1998, of its Subsidiaries has received any written notice from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanyCompany or any of its Subsidiaries, or any of the assets owned or used by the Company or the Subsidiaryany of its Subsidiaries, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 SECTION 3.18(A) of the Company Disclosure Schedule, there is no pending Proceeding: (i) That that has been commenced by or against the Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by the Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the Company, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have has delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 SECTION 3.18(A) of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 SECTION 3.18(A) of the Company Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. B. (b) Except as set forth in Schedule 3.15 SECTION 3.18(B) of the Company Disclosure Schedule: (i) There there is no Order to which the Company Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryCompany, is subject; (ii) to the Knowledge of the Company, the Company is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To to the Knowledge of the Company's Knowledge, no officer, director, agent, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. (c) Except as set forth in Schedule 3.15 SECTION 3.18(C) of the Company Disclosure Schedule: (i) The the Company and the Subsidiary areis, and at all times since September 30, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at has not received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending ProceedingProceeding against either any Acquired Company or any of the Sellers: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 ; or (iii) that challenges the right of any of the Company Disclosure Schedule, Sellers to enter into or perform its obligations under this Agreement; or (iv) relating to any matters arising by reason of the past employment relationships of any of the Sellers or of any of the Company's employees. To the Knowledge of Sellers and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Purchaser copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) No Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's KnowledgeKnowledge of Sellers and the Acquired Companies, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and each of the Subsidiary are, and at all times since September 30, 1998 have been, Sellers are in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by any Acquired Company, or any of the Company or the Subsidiary, is Sellers are subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither no Acquired Company or any of the Company nor the Subsidiary Sellers have received, at received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. a. Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Seller and the Acquired Company, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Acquired Company. B. b. Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which the Company Acquired Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Acquired Company; and (iiiii) To to the Knowledge of Seller and the Acquired Company's Knowledge, no officer, director, agent, or employee of the Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedAcquired Company. C. c. Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The the Acquired Company and the Subsidiary areis, and at all times since September 30, 1998 have formation has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryAcquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the The Acquired Company nor the Subsidiary have has not received, at any time since September 30, 1998formation, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 2.19 of the Company Disclosure Schedule, there is no pending Legal Proceeding: , and (to the knowledge of the Company and the Designated Shareholders) no Person has overtly threatened to commence any Legal Proceeding: (i) That has been commenced by or against that involves the Company or any of the Subsidiaryassets owned or, to the knowledge of the Company and the Designated Shareholders, assets used by the Company or any Person whose liability with respect to such Legal Proceeding the Company has or may have retained or assumed, either contractually or by operation of law that could reasonably be expected to have a Material Adverse Effect on the Company; or or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, the Merger or any of the Contemplated Transactionsother transactions contemplated by this Agreement. Except To the knowledge of the Company and the Designated Shareholders, except as set forth in Schedule 3.15 Part 2.19 of the Company Disclosure Schedule, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred occurred, and no claim, dispute or other condition or circumstance exists exists, that may will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any Legal Proceeding that could reasonably be expected to result in have a Company Material Adverse Effect. The Company and Effect on the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse EffectCompany. B. (b) Except as set forth in Schedule 3.15 Part 2.19 of the Company Disclosure Schedule:, since December 31, 1997, no Legal Proceeding has been commenced by or has been pending against the Company. (ic) There is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 Part 2.19 of the Company Disclosure Schedule: (i) The Company and the Subsidiary are, and at all times since September 30there is no order, 1998 have beenwrit, in full compliance with all of the terms and requirements of each Order to which itinjunction, judgment or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order decree to which the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject. The Designated Shareholders are not subject to any order, writ, injunction, judgment or has been subjectdecree that relates to the Company's business or to any of the assets owned or used by the Company. No officer or, to the best of the knowledge of the Company and the Designated Shareholders, any other employee of the Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the Company's business.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, at the date hereof there is no pending Proceeding: (i) That that has been commenced by or against the Company or the Subsidiaryany Acquired Company; or (ii) To the Knowledge of the Company, to which any Acquired Company is a party that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, challenges any of the Contemplated Transactions. Except To the Knowledge of Sellers, except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, to the Knowledge of the Company, (i) no other such Proceeding has been Threatened Threatened. Except for documents protected by the attorney-client, attorney work product or other privilege related to the Department of Commerce Investigation, and (ii) no event has occurred or circumstance exists that may give rise to or serve except as a basis for set forth in Part 3.15 of the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and Disclosure Letter, the Subsidiary Acquired Companies have delivered or made available to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The To the Knowledge of Sellers, the Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule will Letter would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets or condition of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, to the Knowledge of Sellers: (i) There there is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, Acquired Companies is subject; and (ii) To the Company's Knowledge, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, to the Knowledge of Sellers: (i) The each Acquired Company and the Subsidiary areis, and at all times since September June 30, 1998 have 1999, has been, in full compliance with all of the material terms and requirements of each Order to which it, or any of the assets owned or used by it, it is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred since June 30, 1999, or circumstance exists that may would reasonably be expected to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any material term or requirement of any Order to which the any Acquired Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September June 30, 19981999, any written notice or other written communication from any Governmental Body or any other Person regarding any actual or alleged potential violation of, or failure to comply with, any material term or requirement of any Order to which the Company, or any of the assets owned or used by the Acquired Company or the Subsidiary, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Seller and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary are, and at all times since September 30, 1998 have been, is in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have received, at has received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. Except (a) To the Knowledge of Seller and except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanySeller, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have delivered to Merger Sub and Parent Seller has made available for review by Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. B. Except (b) To the Knowledge of Seller, and except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which the Company Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryCompany, is subject; (ii) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To to the Company's KnowledgeKnowledge of Seller, no officer, director, agent, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. Except (c) To the Knowledge of Seller, and except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The the Company and the Subsidiary areis, and at all times since September 30July 1, 1998 have 1994 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the The Company nor the Subsidiary have has not received, at any time since September 30July 1, 19981994, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 or Schedule 3.19, to the Knowledge of the Company Disclosure ScheduleSeller, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or may affect the SubsidiaryBusiness or the business of, or any of the assets owned or used by, any Acquired Company in any material respect; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering withwith in any material way, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure ScheduleTo Seller’s Knowledge, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event Threatened. Seller has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, correspondence and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedulerequested by Buyer. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the Business or the business, operations, assets, condition or prospects of any Acquired Company. B. (b) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.15: (i) There there is no material Order to which the Company Business or any of the SubsidiaryAcquired Companies, or, to the Company's Knowledge, or any of the assets owned or used by the any Acquired Company or otherwise in connection with the SubsidiaryBusiness, is subject; (ii) Seller is not subject to any material Order that relates to the Business or the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, agent or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the Business or the business of any Acquired Company which would have a material adverse effect on the Company Business or the Subsidiary as currently conductedbusiness of any Acquired Company. C. (c) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.15: (i) The the Seller and each Acquired Company and the Subsidiary are, and at all times since September 30, 1998 have been, are in full compliance with all of the terms and requirements of each material Order to which itthe Business or they, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller, the Company or the Subsidiary, Business or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by any Acquired Company is subject; and (iii) neither Seller nor any Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged potential violation of, or failure to comply with, any material term or requirement of any Order to which the Seller, the Business or any Acquired Company, or any of the assets owned or used by any Acquired Company or otherwise in connection with the SubsidiaryBusiness, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.9, there is no pending Proceeding: Proceeding to which the Company or any subsidiary of the Company is a party or to which the Company Assets are subject, (i) That that, except for individual claims of less than $25,000.00, has been commenced by or against the Company or any subsidiary of the SubsidiaryCompany or that could impair the Company's use of any of the Company Assets; or or (ii) To the Knowledge of the Company, that challenges, challenges or that may would reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyCompany and except as set forth on Schedule 3.9, (iA) no such Proceeding has been Threatened threatened and (iiB) no event has occurred or circumstance exists that may would reasonably be expected to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectsuch Proceeding. B. (b) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: 3.9, (i) There there is no material Order to which the Company, any subsidiary of the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, Assets is subject; and (ii) To neither the Company nor any subsidiary of the Company is subject to any material Order that relates to the Company Business or any of the Company Assets; and (iii) to the Knowledge of the Company's Knowledge, no officerExecutive Officer, director, director or key employee of the Company or the Subsidiary its subsidiaries is subject to any Order that prohibits such officer, director, director or key employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedBusiness. C. (c) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: 3.9, (i) The the Company and the Subsidiary its subsidiaries are, and at all times since September 30January 1, 1998 2000 have been, in full compliance with all of the terms and requirements of each Order to which itany of them, or any of the assets owned or used by itCompany Assets, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; ; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may would reasonably be expected to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or Company, any subsidiary of the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryAssets owned, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and and (iii) Neither neither the Company nor the Subsidiary have any Company subsidiary has received, at any time since September 30January 1, 19982000, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, any Company subsidiary, or any of the assets owned or used by the Company or the SubsidiaryAssets, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth disclosed in Schedule 3.15 of the Company Disclosure Schedule, there is are no Actions or Proceedings pending Proceeding: (i) That has been commenced by or, to the Knowledge of Shareholders and the Company, threatened against, relating to or against affecting the Company or any Subsidiary or any of their respective Assets and Properties. There are no Actions or Proceedings pending or, to the Subsidiary; or (ii) To the Knowledge knowledge of the CompanyShareholders, threatened against, relating to or affecting any Shareholder that challenges, could reasonably be expected to prevent or that may have delay the effect consummation of preventing, delaying, making illegal, the Merger or otherwise interfering withprevent or delay such Shareholder from performing its obligations under this Agreement. None of the Actions or Proceedings disclosed in the Disclosure Schedule has had or could reasonably be expected to have, individually or in the aggregate with other such Actions or Proceedings, a material adverse effect on the Business or Condition of the Company or to result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the Contemplated Transactionstransactions contemplated by this Agreement. Except as set forth disclosed in Schedule 3.15 of the Company Disclosure Schedule, to the Knowledge of the Shareholders and the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a the basis for the commencement of any such Action or Proceeding that could reasonably be expected expected, individually or in the aggregate with other such Actions or Proceedings, to result in have a Company Material Adverse Effectmaterial adverse effect on the Business or Condition of the Company. The Company and the Subsidiary have has delivered to Merger Sub and Parent copies of Atmos all material pleadings, correspondence, correspondence and other documents relating to each pending Proceeding in the Actions listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth except for those pleadings, correspondence and other documents that, in Schedule 3.15 the opinion of the Company Disclosure Schedule: (i) There is no Order to which the Company or the Subsidiary, or, counsel to the Company's Knowledge, any of the assets owned or used if delivered to Atmos would cause a waiver by the Company or the Subsidiary, is subject; andof an attorney/client privilege. (iib) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth disclosed in Schedule 3.15 of the Company Disclosure Schedule: (i) The Company and , none of such Orders has materially adversely affected or could reasonably be expected, individually or in the Subsidiary areaggregate with other such Orders, and at all times since September 30, 1998 have been, in full compliance with all of to materially adversely affect the terms and requirements of each Order to which it, Business or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge Condition of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the Subsidiary, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.15, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactionstransactions contemplated by the Transaction Documents. Except as set forth in Schedule 3.15 To the knowledge of the Company Disclosure Schedule, to the Knowledge of the Sellers and each Acquired Company, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule3.15. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.15: (i) There there is no Order to which the Company any Acquired Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, or employee employee, or to the knowledge of the Sellers and each Acquired Company, agent of any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule3.15: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30, 1998time, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. Except as set forth in Schedule 3.15 (a) ss.3.16(a) of the Sellers' Disclosure Schedule contains a complete and correct list of each Proceeding by or against the Company Disclosure Schedulethat is currently pending, there has been pending at any time since December 31, 1992, or is no pending ProceedingThreatened, and that: (i) That has been commenced relates to or may affect the business of, or any of the assets owned or used by or against the Company or the SubsidiaryCompany; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to the Knowledge of the CompanyIn addition, (i) no such Proceeding has been Threatened and (ii1) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding that could reasonably be expected to result in a Company Material Adverse Effectand (2) no Proceeding has been settled since December 31, 1992, for an amount greater than $5,000.00. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding (if any) listed in Schedule 3.15 ss.3.16(a) of the Company Sellers' Disclosure Schedule. The Proceedings listed in Schedule 3.15 ss.3.16(a) of the Company Sellers' Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. B. (b) Except as set forth in Schedule 3.15 ss.3.16(b) of the Company Sellers' Disclosure Schedule:, (i) There there is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by either the Company or the SubsidiaryCompany, is subject; and; (ii) To no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company's Knowledge, ; (iii) no officer, director, officer or employee director of the Company or the Subsidiary is subject to any Order that prohibits such officerofficer or director from engaging in or continuing any conduct, directoractivity, or practice relating to the business of the Company; and (iv) to the Knowledge of Sellers, no agent or employee of the Company is subject to any Order that prohibits such agent or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. (c) Except as set forth in Schedule 3.15 ss.3.16(c) of the Company Sellers' Disclosure Schedule:, (i) The the Company and the Subsidiary areis, and at all times since September 30December 31, 1998 have 1993 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have has not received, at any time since September 30, 1998time, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 3.13 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the Acquired Company, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 3.13 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule 3.15 Part 3.13 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Acquired Company. B. (b) Except as set forth in Schedule 3.15 Part 3.13 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which the Company Acquired Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedAcquired Company. C. (c) Except as set forth in Schedule 3.15 Part 3.13 of the Company Disclosure ScheduleLetter: (i) The the Acquired Company and the Subsidiary areis, and at all times since September 30January 1, 1998 have 2008 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryAcquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Acquired Company nor the Subsidiary have has not received, at any time since September 30January 1, 19982008, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Seller and the Acquired Company, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which the Company Acquired Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject; (ii) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedAcquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The the Acquired Company and the Subsidiary areis, and at all times since September 30, 1998 have its formation has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryAcquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Acquired Company nor the Subsidiary have has not received, at any time since September 30, 1998, its formation any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 3.21 of the Company Disclosure Schedule, there is no pending Legal Proceeding: , and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) That has been commenced by or against that involves the Company or any of the Subsidiaryassets owned or used by the Company; or (ii) To the Knowledge that involves any action against any director (or former director) or officer (or former officer) of the Company, Company under Section 8A or Section 20(b) of the Securities Act or Section 21(d) or Section 21C of the Exchange Act; (iii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, the Offer or the Merger or any of the Contemplated Transactionsother transactions contemplated by this Agreement; or (iv) with respect to which the Company may have or may incur any liability, for indemnification or otherwise. Except as set forth in Schedule 3.15 To the best of the Company Disclosure Schedule, to the Knowledge knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred occurred, and no claim, dispute or other condition or circumstance exists that may could reasonably be expected to, give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Legal Proceeding. The Company and the Subsidiary have delivered has provided to Merger Sub and Parent copies of all pleadings, correspondence, correspondence and other documents relating to each pending Legal Proceeding listed in Schedule 3.15 Part 3.21 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (ib) There is no Order to which the Company order, writ, injunction, judgment or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) The Company and the Subsidiary are, and at all times since September 30, 1998 have been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order decree to which the Company, or any of the assets owned or used by the Company Company, is subject, except for those writs, injunctions, judgments and decrees that have not resulted in the imposition on or incurrence by the Company, and could not reasonably be expected to result in the imposition on or the Subsidiaryincurrence by the Company, Parent, the Surviving Corporation or any other Subsidiary of Parent, of any Accrued Liability or Potential Liability. To the best of the knowledge of the Company, no officer or key employee of the Company is subject to any order, writ, injunction, judgment or has been subjectdecree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 5.8 of the Company Concierge Disclosure ScheduleLetter, there is no pending Proceeding: : (i) That that has been commenced by or against the Company Concierge or the Subsidiaryany of its Subsidiaries; or or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to . (b) To the Knowledge of the CompanyConcierge, (i1) except as would not, individually or in the aggregate, have a Concierge Material Adverse Effect, no such Proceeding has been Threatened threatened, and (ii2) no event has occurred or circumstance exists that may is reasonably likely to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectsuch Proceeding. B. (c) Except as set forth in Schedule 3.15 Part 5.8 of the Company Concierge Disclosure Schedule: Letter: (i) There there is no Order to which the Company Concierge or the Subsidiaryits Subsidiaries, or, to the Company's Knowledge, or any of the assets owned or used by the Company Concierge or the Subsidiaryits Subsidiaries, is subject; and and (ii) To the Company's to Concierge’s Knowledge, no officer, director, agent, or employee of the Company any of Concierge or the Subsidiary its Subsidiaries is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business activities of the Company Concierge or the Subsidiary as currently conductedits Subsidiaries. C. (d) Except as set forth in Schedule 3.15 Part 5.8 of the Company Concierge Disclosure Schedule: Letter: (i) The Company each of Concierge and the Subsidiary areits Subsidiaries is, and at all times since September 30January 1, 1998 have 2012 has been, in full compliance in all material respects with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, it is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; ; and (ii) To the Knowledge none of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, Concierge or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have its Subsidiaries has received, at any time since September 30January 1, 19982012, any written notice from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential material violation of, or material failure to comply with, any term or requirement of any Order to which the Company, Concierge or any of the assets owned or used by the Company or the Subsidiary, its Subsidiaries is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 3.13 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the Company or any of its Subsidiaries or, to Seller's Knowledge, that otherwise relates to or may affect the Business or any of the assets owned or used by the Company or any of its Subsidiaries which, if determined adversely against the Company or any Subsidiary, would reasonably be expected to have a Material Adverse Effect; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller's Knowledge, no such Proceeding has been Threatened. Seller has delivered or, within thirty (30) days after the date of this Agreement, will have delivered to Buyer copies of all pleadings and all material correspondence and other material documents relating to each Proceeding listed in Part 3.13 of the Disclosure Letter. (b) Except as set forth in Schedule 3.15 Part 3.13 of the Company Disclosure Schedule, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company or its Subsidiaries, or any of the Subsidiaryassets owned or used by any of them or the Business, or, is subject; (ii) neither Venturi nor Seller is subject to any Order that relates to the Company's Knowledge, Business or to any of the assets owned or used by the Company or the Subsidiary, is subjectany of its Subsidiaries; and (iiiii) To the Companyto Seller's Knowledge, no officer, director, agent or employee of the Company or the Subsidiary any of its Subsidiaries is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Company or the Subsidiary as currently conductedBusiness. C. (c) Except as set forth in Schedule 3.15 Part 3.13 of the Company Disclosure ScheduleLetter: (i) The the Company and the Subsidiary areeach of its Subsidiaries is, and at all times since September 30March 28, 1998 have 2004, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany of its Subsidiaries, or any of the assets owned or used by the Company or any of its Subsidiaries or the SubsidiaryBusiness, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; andand 27- (iii) Neither neither the Company nor the Subsidiary have any of its Subsidiaries has received, at any time since September 30March 28, 19982004, any written notice or other communication from any Governmental Body or any other Person regarding any actual actual, alleged, possible or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanyCompany or any of its Subsidiaries, or any of the assets owned or used by the Company or any of its Subsidiaries or the SubsidiaryBusiness, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the Acquired Company, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which the Company Acquired Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedAcquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The Acquired Company and the Subsidiary areis, and at all times since September 30, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryAcquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Acquired Company nor the Subsidiary have has not received, at any time since September 30, 1998time, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the VetMall, LLC or any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanySellers and the Acquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may might reasonably be expected to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent the Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which VetMall, LLC or any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30, 1998 have its formation has been, in full compliance with all of the terms and requirements of each Order, if any, to which it, or any of the assets owned or used by it, is or has been subject and VetMall, LLC, at all times during its existence, was in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events which violation or circumstances which failure to comply would result in the aggregate would not have a material adverse effect on any Acquired Company Material Adverse Effect; and (iii) Neither the VetMall, LLC never received and no Acquired Company nor the Subsidiary have has received, at any time since September 30, 1998its formation, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 3.16 of the Company Disclosure Schedule, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 3.16 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 Part 3.16 of the Company Disclosure Schedule will not have no reasonable possibility of resulting in a Company Material Adverse EffectEffect on any Acquired Company. B. (b) Except as set forth in Schedule 3.15 Part 3.16 of the Company Disclosure Schedule: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's KnowledgeKnowledge of Sellers and the Acquired Companies, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule 3.15 Part 3.16 of the Company Disclosure Schedule: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to so comply would not have a Company Material Adverse EffectEffect on any Acquired Company; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) may constitute or result in a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events such violations or circumstances which in the aggregate failures to comply that would not have result in a Company Material Adverse EffectEffect on any Acquired Company; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30August 1, 19982005, any written notice or other communication from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Section 4.16 of the Company TopClick Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against TopClick or that otherwise relates to or may affect the Company business of, or any of the Subsidiaryassets owned or used by, TopClick; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyTopClick, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to result in or serve as a basis for the commencement of any Proceeding that could reasonably such Proceeding. No later than 14 Business Days prior to the Closing Date TopClick shall deliver or cause to be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent Datalogic copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed specified in Schedule 3.15 Section 4.16 of the Company TopClick Disclosure ScheduleLetter. The Proceedings listed specified in Schedule 3.15 Section 4.16 of the Company TopClick Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of TopClick. B. (b) Except as set forth in Schedule 3.15 Section 4.16 of the Company TopClick Disclosure ScheduleLetter: (i) There there is no Order to which the Company TopClick, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryTopClick, is subject; (ii) no shareholder of TopClick is subject to any Order that relates to the business of, or any of the assets owned or used by, TopClick; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the Company or the Subsidiary TopClick is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedTopClick. C. (c) Except as set forth in Schedule 3.15 Section 4.16 of the Company TopClick Disclosure ScheduleLetter: (i) The Company TopClick is and the Subsidiary are, and at all times since September 30, 1998 have been, has been in full and complete compliance with all of the terms and requirements of each Order to which itTopClick, or any of the assets owned or used by itTopClick, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryTopClick, or any of the assets owned or used by the Company or the SubsidiaryTopClick, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at TopClick has not received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanyTopClick, or any of the assets owned or used by the Company or the SubsidiaryTopClick, is or has been subject.

Legal Proceedings; Orders. A. Except as set forth in Schedule 3.15 SCHEDULE 3.16 of the Company SoftDent Disclosure Schedule, there is no pending Proceeding: (i) That has been commenced by or against the Company or the Subsidiarythat, to its Knowledge, is likely to have a SoftDent Material Adverse Effect; or (ii) To the Knowledge of the Company, that That challenges, or that may is likely to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule; or (iii) That, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred commenced by or circumstance exists that may give rise to or serve as a basis for the commencement of against any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the officers of Company Disclosure Schedule. The Proceedings listed (but only in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effecttheir capacity as such). B. Except as set forth in Schedule 3.15 SCHEDULE 3.16 of the Company SoftDent Disclosure Schedule, to the Knowledge of Company, no such Proceeding has been Threatened. Ceramco has delivered to PracticeWorks copies of all pleadings and material correspondence, and other material documents relating to each Proceeding listed in SCHEDULE 3.16 of the SoftDent Disclosure Schedule. C. Except as set forth in SCHEDULE 3.16 of the SoftDent Disclosure Schedule: (i) There is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiarySoftDent Assets, is are subject; and; (ii) To its Knowledge, Company is not subject to any Order that relates to the SoftDent Business or any of the SoftDent Assets; and (iii) To the Knowledge of Company's Knowledge, no officer, director, agent, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedSoftDent Business. C. D. Except as set forth in Schedule 3.15 SCHEDULE 3.16 of the Company SoftDent Disclosure Schedule: (i) The Company and the Subsidiary areis, and at all times since September 30December 31, 1998 have 1998, each has been, in full compliance with all of the terms and requirements of each Order (if any) relating to the SoftDent Business to which itCompany, or any of the assets owned or used by itSoftDent Assets, is or has been subject, except where the failure to comply for any noncompliance as would not have a Company SoftDent Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may is likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order relating to the SoftDent Business to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, SoftDent Assets is subject, except for events any violation or circumstances which in the aggregate noncompliance as would not have a Company SoftDent Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have has not received, at any time since September 30December 31, 1998, any written notice or other written communication from any Governmental Body or any other Person regarding any actual actual, alleged, or alleged threatened violation of, or failure to comply with, any term or requirement of any Order relating to the SoftDent Business to which the Company, Company or any of the assets owned or used by the Company or the SubsidiarySoftDent Assets, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Section 3.15 of the Company Disclosure Schedule, to the Knowledge of the Shareholders there is no pending Proceeding: (i) That that has been commenced by or against the Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactionstransactions contemplated by this Agreement. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyShareholders, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and To the Subsidiary have delivered to Merger Sub and Parent copies of all pleadingsShareholders' Knowledge, correspondence, and other documents relating to each pending Proceeding the Proceedings listed in Schedule Section 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. B. (b) Except as set forth in Schedule Section 3.15 of the Company Disclosure Schedule, to the Knowledge of the Shareholders: (i) There there is no Order to which the Company Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryCompany, is subject; and; (ii) To to the Company's KnowledgeKnowledge of the Shareholders, no officer, director, agent, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. (c) Except as set forth in Schedule Section 3.15 of the Company Disclosure Schedule, to the Knowledge of the Shareholders: (i) The the Company and the Subsidiary areis, and at all times since September 30, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company, is subject; and (iii) the Company has not received at any time any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential material violation of, or failure to comply with, any material term or requirement of any Order to which the SubsidiaryCompany, or any of the assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. A. Except as set forth in Schedule 3.15 (a) Section C.16(a) of the Company Disclosure ScheduleSchedule contains a complete and correct list of each Proceeding by or against the Company that is currently pending, there has been pending at any time since the Inception Date, or to the Reasonable Knowledge of the Company is no pending Proceedingthreatened, and that: (i) That has been commenced may affect the business of, or any of the assets owned or used by or against the Company or the SubsidiaryCompany; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any the Basic Transaction or the Purchaser's exercise of the Contemplated TransactionsOption. Except as set forth in Schedule 3.15 of the Company Disclosure ScheduleIn addition, (1) no event has occurred or, to the Reasonable Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a by or against the Company Material Adverse Effectand (2) no Proceeding has been settled since the Inception Date, for an amount greater than NT$1,000,000. The Company and the Subsidiary have has delivered to Merger Sub and Parent the Purchaser copies of all pleadings, correspondence, and other documents relating to each pending Proceeding (if any) listed in Schedule 3.15 Section C.16(a) of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 Section C.16(a) of the Company Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, conditions, or prospects of the Company. B. (b) Except as set forth in Schedule 3.15 Section C.16(b) of the Company Disclosure Schedule:, (i) There is no Order to which the Company or the Subsidiary, or, is not subject to any Order that relates to the Company's Knowledgebusiness of, or any of the assets owned or used by by, the Company or the Subsidiary, is subject; andCompany; (ii) To the Company's Knowledge, no officer, director, officer or employee director of the Company or the Subsidiary is subject to any Order that prohibits such officerofficer or director from engaging in or continuing any conduct, directoractivity, or practice relating to the business of the Company; and (iii) to the Reasonable Knowledge of the Company, no agent or employee of the Company is subject to any Order that prohibits such agent or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted.Company; C. (c) Except as set forth in Schedule 3.15 Section C.16(c) of the Company Disclosure Schedule:, (i) The the Company and the Subsidiary areis, and at all times since September 30, 1998 have the Inception Date has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryCompany, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have has not received, at any time since September 30, 1998time, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Section 4.9(a) of the Company Disclosure Schedule, there is no pending the Company has not received any notice of any Proceeding: (i) That that has been commenced commenced, is pending or, to the Knowledge of the Company, Threatened by or against the Company or that otherwise relates to or would reasonably be expected to materially and adversely affect the Subsidiarybusiness of, or any of the assets owned or used by, the Company, or any Governmental Authorizations held by the Company; or (ii) To the Knowledge of the Company, that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the Company, (i) no such Proceeding has been Threatened and (iiA) no event has occurred or circumstance exists that may would reasonably be expected to give rise to or serve as a basis for the commencement of any such Proceeding, and (B) no such Proceeding has been commenced or Threatened against any of the officers, Managers or employees of the Company, and no event has occurred or circumstance exists that could would reasonably be expected to result in give rise to or serve as a Company Material Adverse Effectbasis for the commencement of any such Proceeding. The Company and the Subsidiary have has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Section 4.9(a) of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. (b) Except as set forth in Schedule 3.15 Section 4.9(b) of the Company Disclosure Schedule: (i) There there is no Order to which the Company Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryCompany, is subject; and (ii) To to the Knowledge of the Company's Knowledge, no officer, directorManager, agent or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, directorManager, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. (c) Except as set forth in Schedule 3.15 Sections 4.9(c) of the Company Disclosure Schedule: , all current items in Sections 4.9(a) and (ib) The Company and the Subsidiary are, and at all times since September 30, 1998 have been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the Subsidiary, is or has been subjectDisclosure Schedule are fully insured.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Seller and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To the Company's Knowledge, to Seller’s Knowledge no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30January 1, 1998 have 2005, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the to Seller’s Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30January 1, 19982005, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule5.14, there is no pending Proceeding: (i) That that has been commenced by or against MFSC or any of its Subsidiaries or, to the Company Knowledge of MFSC, that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, MFSC or any of its Subsidiaries; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyMFSC, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have MFSC has delivered to Merger Sub and Parent CSR copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule5.14. The Proceedings listed in Schedule 3.15 of 5.14 will not, individually or in the Company Disclosure Schedule will not aggregate, have a Company Material Adverse EffectEffect on the business, operations, assets, condition or prospects of MFSC or any of its Subsidiaries. B. (b) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule5.14: (i) There there is no Order to which the Company MFSC or the Subsidiary, or, to the Company's Knowledge, any of its Subsidiaries or any of the assets owned or used by the Company MFSC or the Subsidiaryany of its Subsidiaries, is subject; and (ii) To to the Company's KnowledgeKnowledge of MFSC, no officer, director, agent or employee of the Company MFSC or the Subsidiary any of its Subsidiaries is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Company MFSC or the Subsidiary as currently conductedany of its Subsidiaries. C. (c) Except as set forth in Schedule 3.15 of the Company Disclosure Schedule5.14: (i) The Company each of MFSC and the Subsidiary areits Subsidiaries is, and at all times since September 30January 1, 1998 have 1993, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To to the Knowledge of the CompanyMFSC, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company MFSC or the Subsidiary, any of its Subsidiaries or any of the assets owned or used by the Company MFSC or the Subsidiaryany of its Subsidiaries, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have none of MFSC and its Subsidiaries has received, at any time since September 30January 1, 19981993, any written or, to the Knowledge of MFSC, other notice or communication from any Governmental Body or any other Person person regarding any actual actual, alleged, possible or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, MFSC or any of its subsidiaries or any of the assets owned or used by the Company MFSC or the Subsidiaryany of its Subsidiaries, is or has been subject.

Legal Proceedings; Orders. A. Except as set forth in Schedule SCHEDULE 3.15 of the Company Disclosure Schedule, there is no pending Proceeding: (i) That has been commenced by or against the Company or the Subsidiary; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule SCHEDULE 3.15 of the Company Disclosure Schedule, to the Knowledge of the Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule SCHEDULE 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule SCHEDULE 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule SCHEDULE 3.15 of the Company Disclosure Schedule: (i) There is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule SCHEDULE 3.15 of the Company Disclosure Schedule: (i) The Company and the Subsidiary are, and at all times since September 30, 1998 have been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have received, at any time since September 30, 1998, any written notice from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the Subsidiary, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth otherwise provided in Schedule 3.15 Part 10 or Part 21 of the Company ICTI Disclosure Schedule, there is no pending Proceeding: (i) That that has been commenced by or against ICTI or that otherwise relates to or may affect ICTI's Business or any of the Company assets owned or the Subsidiaryused by, ICTI; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. . (iii) Except as set forth for those Proceedings identified in Schedule 3.15 Part 21.1 of the Company ICTI Disclosure ScheduleSchedule (individually, to a "Threatened Proceeding" and collectively, the Knowledge of the Company, "Threatened Proceedings"): (i1) no such Proceeding has been Threatened Threatened, and (ii2) to the Knowledge of ICTI and the Shareholders, no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably such Proceeding. (iv) Against any present or former employee, officer, director or independent contractor who is or might be expected entitled to result in a Company Material Adverse Effect. The Company claim indemnification or contribution from ICTI and to the Knowledge of ICTI and the Subsidiary have Shareholders no event has occurred or circumstances exist that may give rise to or serve as a basis for the commencement of any such Proceedings. (v) ICTI and/or its Representatives hav delivered to Merger Sub and Parent ARCOMS, copies of all pleadings, correspondence, attorney's response letters attached to the ICTI Financial Statements and other documents relating to each pending Threatened Proceeding listed in Schedule 3.15 Part 21.2 of the Company ICTI Disclosure Schedule. The Proceedings listed . (b) Except for the Orders identified in Schedule 3.15 Part 21.3 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company ICTI Disclosure Schedule: (i) There there is no Order to which the Company ICTI, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryICTI, is subject; (ii) no Shareholder is subject to any Order that relates to ICTI's Business, or any of the assets owned or used by ICTI; and (iiiii) To the Company's Knowledge, no officer, director, or to the Knowledge of ICTI and the Shareholders, any agent, or employee of the Company or the Subsidiary ICTI is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business ICTI's Business. (c) Except as otherwise provided in Part 21.3 of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 of the Company ICTI Disclosure Schedule: (i) The Company and the Subsidiary areICTI is, and at all times since September 30October 1, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryICTI, or any of the assets owned or used by the Company or the SubsidiaryICTI, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have ICTI has not received, at any time since September 30October 1, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanyICTI, or any of the assets owned or used by the Company or the SubsidiaryICTI, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To to the Company's KnowledgeKnowledge of Sellers and the Acquired Companies, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30, 1998the first day of the next to last completed fiscal year of the Acquired Companies, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 3.14 of the Company Disclosure Schedule, there is no pending Proceeding: (i) That that has been commenced by or against the Company or the SubsidiaryCompany; or (ii) To the Knowledge of the Company, that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise materially interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanySeller, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may would reasonably be expected to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have delivered has made available to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 3.14 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. (b) Except as set forth in Schedule 3.15 Part 3.14 of the Company Disclosure Schedule: (i) There there is no Order to which the Company Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by material to the Company or operation of the SubsidiaryCompany, is subject; (ii) neither the Company nor the Seller Group is subject to any Order that relates to the business of, or any of the assets material to the operation of, the Company; and (iiiii) To to the Company's KnowledgeKnowledge of Seller, no officer, director, or employee officer of the Company or the Subsidiary Key Employee is subject to any Order that prohibits such officer, director, officer or employee Key Employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. (c) Except as set forth in Schedule 3.15 Part 3.14 of the Company Disclosure Schedule: (i) The to the Knowledge of Seller, the Company and the Subsidiary areis, and at all times since September 30April 1, 1998 have 2006 has been, in full compliance in all material respects with all of the terms and requirements of each Order to which itthe Company, or any of the assets owned or used by itmaterial to the operation of the Company, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To to the Knowledge of the CompanySeller, no event has occurred or circumstance exists that may would reasonably be expected to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any material term or requirement of any Order to which the Company or the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company Seller Group nor the Subsidiary have received, at any time since September 30, 1998, Company has received any written notice or other written communication from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure by the Company to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by material to the Company or operation of the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in on Schedule 3.15 3.16(a) of the Company Seller Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Target Company or that otherwise relates to or could reasonably be expected to affect the SubsidiaryBusiness or any of the assets currently or previously owned, leased, operated or used by any Target Company; or (ii) To the Knowledge of the Company, that has been commenced against any Rockwood Seller or any Target Company that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyRockwood, (i1) no such Proceeding has been Threatened threatened and (ii2) no event has occurred or circumstance exists that may could reasonably be expected to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectsuch Proceeding. B. (b) Except as set forth in on Schedule 3.15 3.16(b) of the Company Seller Disclosure ScheduleLetter: (i) There there is no Order (A) to which any Target Company, the Company Business or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Target Company, is subjectsubject or (B) that challenges, or that could reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions; and (ii) To to the Company's KnowledgeKnowledge of Rockwood, no officer, director, agent, or employee of the any Target Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity, or practice relating to the business on behalf of the Company or the Subsidiary as currently conductedsuch Target Company. C. (c) Except as set forth in on Schedule 3.15 3.16(c) of the Company Seller Disclosure ScheduleLetter: (i) The each Target Company and the Subsidiary areis, and at all times since September 30, 1998 have during the last three years has been, in full all material respects in compliance with all of the terms and requirements of each Order to which it, the Business or any of the assets owned or used by itsuch Target Company, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may could reasonably be expected to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply in any material respect with any term or requirement of any Order to which any Target Company, the Company or the Subsidiary, Business or any of the assets owned or used by the any Target Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither no Target Company has received within the Company nor the Subsidiary have received, at any time since September 30, 1998, last three years any written notice or other written communication from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply in any material respect with, any term or requirement of any Order to which the any Target Company, the Business or any of the assets owned or used by the Company or the Subsidiaryany Target Company, is or has been subject.

Legal Proceedings; Orders. A. Except as set forth in (a) Section 3.22(a) of Seller's Disclosure Schedule 3.15 of the Company Disclosure Schedulelists any --------------- Proceeding which is current or pending or which has been current or pending at any time since November 23, there is no pending Proceeding: 2002 (i) That has been commenced by or against the Company or that otherwise relate to or may affect (x) the Subsidiary; or Shares, or (y) the business of, or any of the assets owned or used by, the Company (excluding any Proceedings) that could not result in Adverse Consequences to the Company in excess of $10,000) or (ii) To the Knowledge of the Company, that challengeschallenge, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure ScheduleTo Seller's Knowledge, to the Knowledge of the Company, (i) no other such Proceeding has been Threatened threatened, and (ii) no event has occurred or circumstance exists that may give rise to to, or serve as a basis for the commencement of any Proceeding that could reasonably be expected such Proceeding. Seller has made available to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other material documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedulesuch Proceedings. The Such Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not individually or in the aggregate have a Company Material Adverse Effect. B. Except as set forth in (b) Section 3.22(b) of Seller's Disclosure Schedule 3.15 of the Company Disclosure Schedule: (i) There is no lists each --------------- Order to which the Shares or, in the last 2 years, the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company it is or the Subsidiary, is has been subject; and (ii) . To the CompanySeller's Knowledge, no officer, director, agent or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (ic) The Company and the Subsidiary areis, and at all times since September 30December 31, 1998 have 2003, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject. Since November 30, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company2004, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or Shares, the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) . Neither Seller nor the Company nor the Subsidiary have has received, at any time since September 30December 31, 19982003, any written notice or other communication from any Governmental Body or any other Person regarding any actual actual, alleged or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Shares, the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may will give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary are, and at all times since September 30, 1998 have beenis, in full material compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may will constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30January 1, 19982003, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in on Disclosure Schedule 3.15 of the Company Disclosure Schedule3.17(a), there is are no Actions pending Proceeding: or, to the Knowledge of Seller, threatened (i) That has been commenced by or against Seller or Stockholder affecting the Company Business, any of the Assets or the Subsidiary; or Stockholder or (ii) To the Knowledge of the Company, that challenges, or that may could reasonably be expected to have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure ScheduleTransactions nor, to the Knowledge of Seller, is there any basis for any such Action. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Action listed or required to be listed on Disclosure Schedule 3.17(a). There are no Actions listed or required to be listed on Disclosure Schedule 3.17(a) that could reasonably be expected to have a material effect on the CompanyBusiness or any of the Assets. (b) Except as set forth on Disclosure Schedule 3.17(b), (i) there is no Order to which Seller, its business or any of the Assets is subject; and (ii) neither of Seller nor, to Seller’s Knowledge, any officer, director, manager, agent or employee of Seller, is subject to any Order that prohibits such Proceeding has been Threatened Person from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth on Disclosure Schedule 3.17(c) attached hereto and incorporated herein, (i) Seller is in compliance, in all material respects, with all of the terms and requirements of each Order applicable to it, (ii) no event has occurred or circumstance exists that may give rise is reasonably likely to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effect. B. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) There is no Order to which the Company or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiary, is subject; and (ii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conducted. C. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (i) The Company and the Subsidiary are, and at all times since September 30, 1998 have been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation breach of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiary, or any of the assets owned or used by the Company or the Subsidiary, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effectsuch Order; and and (iii) Neither the Company nor the Subsidiary have Seller has not received, at any time since September 30, 1998, during the previous three (3) years any written (or, to Seller’s Knowledge, oral) notice or other communication from any Governmental Body or any other Person regarding any actual or alleged violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the Subsidiary, is or has been subjectsuch Order.

Legal Proceedings; Orders. A. Except as set forth in Schedule PART 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That has been commenced by or against the Acquired Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Acquired Company; or (ii) To the Knowledge of the Company, that That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of Sellers and the Acquired Company, (i) no such Proceeding has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary Sellers have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule PART 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule PART 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Acquired Company. B. Except as set forth in Schedule PART 3.15 of the Company Disclosure ScheduleLetter: (i) There is no Order to which any of the Company Acquired Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject; (ii) Neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Acquired Company; and (iiiii) To the Company's Knowledge, no No officer, director, agent, or employee of the Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedAcquired Company. C. Except as set forth in Schedule PART 3.15 of the Company Disclosure ScheduleLetter: (i) The Acquired Company and the Subsidiary areis, and at all times since September 30December 31, 1998 have 1992, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no No event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryAcquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the The Acquired Company nor the Subsidiary have has not received, at any time since September 30December 31, 19981992, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Company or the SubsidiaryAcquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 4.14 of the Company Disclosure ScheduleLetter, to the Knowledge of Principals and the Acquired Companies, there is no pending Proceeding: (i) That that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the Subsidiary; orbusiness of, or any of the assets owned or used by, any Acquired Company; (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to the Knowledge of the Company, ; or (iiii) no such Proceeding that has been Threatened and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse EffectThreatened. The Company and the Subsidiary Acquired Companies have delivered made available to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 4.14 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse EffectLetter. B. (b) Except as set forth in Schedule 3.15 Part 4.14 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; (ii) no Acquired Company is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To the Company's Knowledge, no officer, director, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule 3.15 Part 4.14 of the Company Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30January 1, 1998 have 1995 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any material term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30January 1, 19981995, any written notice or other communication from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 2.14 of the Company Disclosure Schedule, there is no pending Proceeding: (i) That that has been commenced by or against any Seller or any of Seller's stockholders or that otherwise relates to or may adversely affect the Company business of, or any of the Subsidiaryassets owned or used by, Seller; or (ii) To the Knowledge of the Companyinvolving Seller or Seller Stockholders, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the Companyeither Seller Stockholder, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may is likely to give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Seller has delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 2.14 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 Part 2.14 of the Company Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of Seller taken as a whole. B. (b) Except as set forth in Schedule 3.15 Part 2.14 of the Company Disclosure Schedule: (i) There there is no Order to which the Company Seller or the Subsidiaryeither Seller Stockholder, or, to the Company's Knowledge, or any of the assets owned or used by the Company or the SubsidiarySeller, is subject; (ii) None of Seller or either Seller Stockholder is not subject to any Order that relates to the business of, or any of the assets owned or used by, Seller; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the Company or the Subsidiary Seller is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedSeller. C. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule: (iiv) The Company and the Subsidiary areSeller is, and at all times since September 30, 1998 have has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (iiv) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company Seller or the Subsidiaryeither Seller Stockholder, or any of the assets owned or used by the Company or the SubsidiarySeller, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iiivi) Neither the Company nor the Subsidiary have received, at None of Seller or either Seller Stockholder has received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanySeller or either Seller Stockholder, or any of the assets owned or used by the Company or the SubsidiarySeller, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the Company or any of its Subsidiaries or that otherwise relates to or may affect the SubsidiaryBusiness or any of the Acquired Assets; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. . (1) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, to the Knowledge of the Company, (i) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected such Proceeding. Sellers will cause the attorneys representing the Company to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent furnish Buyer, upon request by Buyer, with copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Company Material Adverse Effector any of its Subsidiaries. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There there is no Order to which the Company or the Subsidiaryany of its Subsidiaries, or, to the Company's Knowledge, or any of the assets owned or used by the Company or the Subsidiaryany of its Subsidiaries, is subject; (ii) neither Seller is subject to any Order that relates to the Business or any of the Acquired Assets; and (iiiii) To the Company's Knowledge, no officer, director, or employee of the Company or the Subsidiary any of its Final 11/10/98 21 Subsidiaries is subject to any Order that prohibits such officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany of its Subsidiaries. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The each of the Company and the Subsidiary areeach of its Subsidiaries is, and at all times since September 30January 20, 1998 have 1993 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany of its Subsidiaries, or any of the assets owned or used by the Company or the Subsidiaryany of its Subsidiaries, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither neither the Company nor the Subsidiary have any of its Subsidiaries has received, at any time since September 30January 20, 19981993, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanyCompany or any of its Subsidiaries, or any of the assets owned or used by the Company or the Subsidiaryany of its Subsidiaries, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure Schedule, there is no pending Proceedingproceeding: (i) That that has been commenced by or against PEC or that otherwise relates to or may affect the Company business of, or any of the Subsidiaryassets owned or used by, PEC; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyStockholders and PEC, (i1) no such Proceeding proceeding has been Threatened threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch proceeding. The Company and the Subsidiary Stockholders have delivered to Merger Sub and Parent EAUTOCLAIMS copies of all pleadings, correspondence, and other documents relating to each pending Proceeding proceeding listed in Schedule Part 3.15 of the Company Disclosure Schedule. The Proceedings proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of PEC. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure Schedule: (i) There there is no Order to which the Company PEC, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryPEC, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, PEC; and (iiiii) To to the Company's KnowledgeKnowledge of Stockholders and PEC, no officer, director, agent, or employee of the Company or the Subsidiary PEC is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedPEC. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure Schedule: (i) The Company and the Subsidiary arePEC is, and has at all times since September 30, 1998 have the date of its organization been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryPEC, or any of the assets owned or used by the Company or the SubsidiaryPEC, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the Company nor the Subsidiary have PEC has not received, at any time since September 30, 1998the date of its organization, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanyPEC, or any of the assets owned or used by the Company or the SubsidiaryPEC, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against the Company or that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the Company, except as disclosed in Part 3.15 of the Disclosure Letter, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to such Proceeding. The Proceedings set forth in Part 3.15 of the Disclosure Letter shall not result in a Company Material Adverse EffectDamages in the aggregate exceeding the amount reserved therefor in the Agreed Latest Balance Sheet (without giving effect to the $25,000 materiality standard). The Company and the Subsidiary have has delivered to Merger Sub and Parent the Purchaser copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule Part 3.15 of the Company Disclosure ScheduleLetter. The Proceedings listed in Schedule Part 3.15 of the Company Disclosure Schedule Letter will not have a Company Material Adverse Effect. B. (b) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) There is no Order to which the Company Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryCompany, is subject; and; (ii) To the Knowledge of the Company's Knowledge, the Stockholders are not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iii) To the Knowledge of the Company, no officer, director, agent, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. (c) Except as set forth in Schedule Part 3.15 of the Company Disclosure ScheduleLetter: (i) The Company and the Subsidiary areis, and at all times since September 30, 1998 have has been, in full compliance in all material respects with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the The Company nor the Subsidiary have received, at has not received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. Except as set forth in Schedule 3.15 (a) Part 3.17 of the Company Disclosure Schedule, there is no pending Proceeding: (i) That has been commenced Schedule contains a complete and correct list of each Proceeding by or against the Company that is currently pending, has been pending at any time since December 31, 1992 (with the stated amount in controversy in excess of $25,000.00 and all Proceedings where no dollar amount has been stipulated), and that: 26 (i) relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, the Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. Except as set forth disclosed in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule, to the Knowledge of Sellxxx, Xxx, xxd the Company, (i1) no such Proceeding has been Threatened and Threatened, (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding, and (3) no Proceeding that could reasonably be expected has been settled since December 31, 1992, for an amount greater than $25,000.00. Sellers have made available to result in a Company Material Adverse Effect. The Company and the Subsidiary have delivered to Merger Sub and Parent Buyer copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule. The Proceedings listed in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule will not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. B. (b) Except as set forth in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule: (i) There there is no Order to which the Company Company, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, which Order could reasonably be expected to have a material adverse effect in the business, operations, properties, prospects, assets, or condition (financial or otherwise) of the Company; (ii) Sellers are not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company, which Order could reasonably be expected to have a material adverse effect in the business, operations, properties, prospects, assets, or conditions (financial or otherwise) of the Company; and (iiiii) To the Company's Knowledge, no officer, director, agent, or employee of the Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedCompany. C. (c) Except as set forth in Schedule 3.15 Part 3.17 of the Company Disclosure Schedule: (i) The the Company and the Subsidiary areis, and at all times since September 30December 31, 1998 have 1992 has been, in full compliance with all of the material terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To to the Knowledge of Sellxxx, Xxx, xxd the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the SubsidiaryCompany, or any of the assets owned or used by the Company or the SubsidiaryCompany, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and and 27 (iii) Neither to the Knowledge of Sellxxx, Xxx, xxd the Company, the Company nor the Subsidiary have received, at has not received any time since September 30, 1998, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company or the SubsidiaryCompany, is or has been subject.

Legal Proceedings; Orders. A. (a) Except as set forth in Schedule 3.15 Part 4.15 of the Company Primal Disclosure ScheduleLetter, there is no pending Proceeding: (i) That that has been commenced by or against any Acquired Company or, to the Company Knowledge of Primal, that otherwise relates to or may affect the Subsidiarybusiness of, or any of the assets owned or used by, any Acquired Company; or (ii) To the Knowledge of the Company, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Merger, Xxxxx’x exercise of control over any Acquired Company, or any of the other Contemplated Transactions. Except as set forth in Schedule 3.15 of the Company Disclosure Schedule, to To the Knowledge of the CompanyAcquired Companies, (i1) no such Proceeding has been Threatened Threatened, and (ii2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any Proceeding that could reasonably be expected to result in a Company Material Adverse Effectsuch Proceeding. The Company and the Subsidiary have Primal has delivered to Merger Sub and Parent Xxxxx copies of all pleadings, correspondence, and other documents relating to each pending Proceeding listed in Schedule 3.15 Part 4.15 of the Company Primal Disclosure ScheduleLetter. The Proceedings listed in Schedule 3.15 Part 4.15 of the Company Primal Disclosure Schedule Letter will not have a Company Primal Material Adverse EffectEffect on any Acquired Company. B. (b) Except as set forth in Schedule 3.15 Part 4.15 of the Company Primal Disclosure ScheduleLetter: (i) There there is no Order to which any of the Company Acquired Companies, or the Subsidiary, or, to the Company's Knowledge, any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject; and (ii) To to the Company's KnowledgeKnowledge of Primal, no officer, director, agent, or employee of the any Acquired Company or the Subsidiary is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Subsidiary as currently conductedany Acquired Company. C. (c) Except as set forth in Schedule 3.15 Part 4.15 of the Company Primal Disclosure ScheduleLetter: (i) The each Acquired Company and the Subsidiary areis, and at all times since September 30June 17, 1998 have 1996, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject, except where the failure to comply would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or the Subsidiaryany Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is subject, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (iii) Neither the no Acquired Company nor the Subsidiary have has received, at any time since September 30June 17, 19981996, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the Company or the Subsidiaryany Acquired Company, is or has been subject.