Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) There is no pending Proceeding that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. (b) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject. Neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company, no officer, director, agent, or employee of the Company 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. (c) The Company is, in full compliance with 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. 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 any of the assets owned or used by the Company, is subject. The Company has not received, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding that has been commenced by or against the any Acquired Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the any Acquired Company; or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the each Acquired Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. (b) There is no Order to which the any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. Neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the any Acquired Company. To the Knowledge of each Seller and the each Acquired Company, no officer, director, agent, or employee of the any Acquired Company 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 such Acquired Company. (c) The Each Acquired Company is, in full compliance with 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. 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 any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. The Company None of the Acquired Companies has not received, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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 any Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding Proceeding: (i) that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the CompanySellers’ Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties have made available to Purchaser in the Data Room copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse Effect. (b) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject. Neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company, no . (c) No officer, director, agent, or employee of the Company 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. (cd) The Company is, and at all times 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. . (e) 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 any of the assets owned or used by the Company, is subject. . (f) 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 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 or has been subject.

Legal Proceedings; Orders. (ai) There Except as set forth in Schedule 6(o), there is no pending Proceeding Proceeding: (1) that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or or (2) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. . (ii) To the Knowledge of each Seller the Principal Shareholders and the CompanyAcquired Companies, (1) no such Proceeding has been Threatened, and (2) 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 such Proceeding. The Representative has delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 6(o). The Proceedings listed in Schedule 6(o) will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Company. (biii) There Except as set forth in Schedule 6(o): (1) there is no Order to which the any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. Neither ; (2) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the any Acquired Company. To the Knowledge of each Seller and the Company, ; and (3) no officer, director, agent, or employee of the any Acquired Company 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 any Acquired Company. (civ) The Except as set forth in Schedule 6(o): (1) each Acquired Company is, and at all times has been, 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. No ; (2) 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 with any term or requirement of any Order to which the any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. The ; and (3) no Acquired Company has not received, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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 any Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There To the best of the Company’s or the Company Shareholder’s Knowledge, there is no pending Proceeding Proceeding: (i) that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. . (b) To the Knowledge of each Seller the Company Shareholder and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding... (bc) There To the best of the Company’s or the Company Shareholder’s Knowledge: (i) there is no Order to which the Company, or any of the assets owned or used by the Company, is subject. ; (ii) Neither Seller the Company nor Company Shareholder is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company, ; and (iii) no officer, director, agent, or employee of the Company 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. (cd) The To the best of the Company is, Shareholder’s Knowledge: (i) the Company 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. No ; (ii) 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 any of the assets owned or used by the Company, is subject. The ; and (iii) the Company has not received, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.15 of the Disclosure Letter, there is no pending Proceeding that has been commenced by or against the Company: (i) that if resolved adversely to the Company would have, individually or that otherwise relates to or may in the aggregate, a material adverse affect on the business or operations or financial condition of, or any of the assets owned or used by, the Company; or , or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which the Company, or any of the assets owned or used by the Company, is subject. Neither ; (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. To the Knowledge of each Seller and the Company; and (iii) to Seller's Knowledge, no officer, director, agent, or employee of the Company 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. (c) The Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, 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. No ; (ii) 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 any of the assets owned or used by the Company, is subject. The ; and (iii) the Company has not received, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding legal proceeding: (i) that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactionstransactions contemplated hereby. To the Knowledge knowledge of each Seller Sellers and the Company, (1) no such Proceeding legal proceeding has been Threatenedthreatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedinglegal proceeding. (b) There is no Order award, decision, injunction, order, ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative agency or other governmental body or by any arbitrator ("Order") to which the Company, or any of the assets owned or used by the Company, is subject. . (c) Neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. . (d) To the Knowledge knowledge of each Seller Sellers and the Company, no officer, director, agent, or employee of the Company 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. (ce) The Company is, and at all times since January 1, 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. . (f) 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 any of the assets owned or used by the Company, is subject. . (g) The Company has not received, at any time since January 1, 1995, any notice or other communication (whether oral or written) from any Governmental Body governmental body or any other Person person regarding any actual, alleged, possible, or 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, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding Proceeding: (i) that has been commenced by or against the Company Company, or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the Company, (1) no No such Proceeding has been Threatened, and (2) no . 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 such Proceeding. The Company has delivered to the Buyer copies of all pleadings, correspondence, and other documents relating to any Proceeding. (b) There is no Order Order: (i) to which the Company, Company or any of the assets owned or used by the Company, Company is subject. Neither Seller ; (ii) to which the Company is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller ; and the Company, no (iii) to which any officer, director, agent, director or key employee of the Company is subject to any Order that prohibits such officer, director, agent, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the CompanyCompany or otherwise. (c) The Company is, is not in full compliance with violation of the terms and requirements of each any Order to which it, or any of the assets owned or used by it, it is or has been subject. 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, Company or any of the assets owned or used by the Company, Company is subject. The Company has not received, any written or other notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which the Company, Company or any of the assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.15, to the Knowledge of the Seller, there is no pending Proceeding that has been commenced by or against the Company or that otherwise relates to or may affect affects the business of, or any of the assets owned or used by, the Company; or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the CompanySeller, (1A) no such Proceeding has been Threatenedthreatened, and (2B) no event has occurred or circumstance exists that reasonably may give rise to or serve as a basis for the commencement of any such ProceedingProceeding that is reasonably likely to have a Material Adverse Effect on the Company. Seller has delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.15. (b) There Except as set forth in Schedule 3.15: (i) there is no Order to which the Company, or any of the assets owned or used by the Company, is subject. Neither ; (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. To the Knowledge of each Seller and the Company, ; and (iii) no officer, director, agent, or employee of the Company 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. (c) The Except as set forth in Schedule 3.15: (i) the Company is, 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. No ; (ii) no event has occurred or circumstance exists that reasonably 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 any of the assets owned or used by the Company, is subject. The ; and (iii) the Company has not received, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each the Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. (b) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject. Neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each the Seller and the Company, no officer, director, agent, or employee of the Company 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. (c) The Company is, in full compliance with 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. 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 any of the assets owned or used by the Company, is subject. The No the Company has not received, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding Proceeding: (i) that has been commenced by or against the Company Buyer or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the CompanyBuyer; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the CompanyBuyer, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. (b) There is no Order to which the CompanyBuyer, or any of the assets owned or used by the CompanyBuyer, is subject. Neither Seller . (c) Buyer is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company, no Buyer. (d) No officer, director, agent, or employee of the Company Buyer 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 CompanyBuyer. (ce) The Company is, Buyer is and 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. . (f) 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 CompanyBuyer, or any of the assets owned or used by the CompanyBuyer, is subject. The Company . (g) Buyer has not received, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanyBuyer, or any of the assets owned or used by the CompanyBuyer, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.16, there is no pending Proceeding Proceeding: (i) that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller Sellers and the Company, (1) no such Proceeding has been Threatenedthreatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.16; The Proceedings listed in Schedule 3.16 will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Schedule 3.16; (i) there is no Order to which the Company, or any of the assets owned or used by the Company, is subject. Neither ; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company, ; and (iii) no officer, director, agent, or employee of the Company 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. (c) The Except as set forth in Schedule 3.16: (i) the Company is, and at all times 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. No ; (ii) 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 any of the assets owned or used by the Company, is subject. The ; and (iii) the Company has not received, at any time since any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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, is or has been subject.

Legal Proceedings; Orders. (a) There there is no pending Proceeding Proceeding: (i) that has been commenced by or against the Company CCB or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the CompanyCCB; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller the Shareholders and the CompanyCCB, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to result in or serve as a basis for the commencement of any such Proceeding. (b) There there is no Order to which the CompanyCCB, or any of the assets owned or used by the CompanyCCB, is subject. Neither Seller ; (c) no shareholder of CCB is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company, CCB; and (d) no officer, director, agent, or employee of the Company CCB 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 CompanyCCB. (ce) The Company is, CCB is and has been in full compliance with all of the terms and requirements of each Order to which itCCB, or any of the assets owned or used by itCCB, is or has been subject. . (f) 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 CompanyCCB, or any of the assets owned or used by the CompanyCCB, is subject. The Company . (g) CCB has not received, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which the CompanyCCB, or any of the assets owned or used by the CompanyCCB, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth on Schedule 4.11(a), since the Balance Sheet Date there has not been, and there is no not pending Proceeding that has been commenced or, to the Knowledge of the Company, threatened, any Proceeding: i. by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or or ii. that challenges, or that may could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the Company, Transaction; or (1b) no such Proceeding has been Threatened, and (2) no No event has occurred or circumstance exists that may could give rise to or serve as a basis for the commencement of any such Proceeding. (bc) There is no Order to which the any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. Neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company, no officer, director, agent, or employee of the Company 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. (cd) The With respect to Orders: i. each Acquired Company is, has at all times been in full material compliance with 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; ii. No no event has occurred or circumstance exists that may would be reasonably expected to constitute or result in (with or without notice or lapse of time) a material violation of of, or failure to comply with any term or requirement of with, any Order to which the any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject; and iii. The no Acquired Company has not receivedor the Company has, at any time received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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 any Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding Proceeding: (i) that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of each Seller and the Company, (1) no No such Proceeding has been Threatened, and (2) to the Knowledge of the Company no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. (b) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject. Neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller ; and the Company, no officer, director, agent, stockholder, or employee of the Company is subject to any Order that prohibits such officer, director, agent, stockholder, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company. (c) The Company is, and at all times since January 1, 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. No 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 any of the assets owned or used by the Company, is subject. The Company has not received, at any time since January 1, 1992, any formal notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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, is or has been subject.

Legal Proceedings; Orders. (a) There To the best of the Company’s or the Company Shareholder’s Knowledge, there is no pending Proceeding Proceeding: (i) that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. . (b) To the Knowledge of each Seller the Company Shareholder and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. (bc) There To the best of the Company’s or the Company Shareholder’s Knowledge: (i) there is no Order to which the Company, or any of the assets owned or used by the Company, is subject. ; (ii) Neither Seller the Company nor Company Shareholder is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company. To the Knowledge of each Seller and the Company, ; and (iii) no officer, director, agent, or employee of the Company 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. (cd) The To the best of the Company is, Shareholder’s Knowledge: (i) the Company 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. No ; (ii) 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 any of the assets owned or used by the Company, is subject. The ; and (iii) the Company has not received, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or 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, is or has been subject.