Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (c) No officer, director, agent, or employee of the 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 Acquired Company. (d) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.17(a) of the Disclosure Schedule, there is no pending Legal Proceeding and, to the Knowledge of the Selling Shareholders, no Person has threatened to commence any Legal Proceeding: : (i) that has been commenced by or against involves any of the Acquired Company or that otherwise relates to or may affect the business of, Companies or any of the assets owned or used by, by any of the Acquired CompanyCompanies or any Person whose liability any of the Acquired Companies has or may have retained or assumed, either contractually or by operation of law; or (ii) that involves any of the Leased Real Property or the Currently Owned Real Property; (iii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, the Share Purchase or any of the other Contemplated Transactions; or (iv) that relates to the ownership of any capital stock of any of the Acquired Companies, or any option or other right to the capital stock of any of the Acquired Companies, or right to receive consideration as a result of the Share Purchase or any of the other Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of the Selling Shareholders, (1) no such Proceeding has been Threatened, and (2) no event has occurred occurred, and no claim, dispute or other condition or circumstance exists exists, that may will or could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal 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) Since January 1, 2003, no Legal Proceeding has been commenced by, and no Legal Proceeding has been pending against, any of the Acquired Companies. (c) There is no Order order, writ, injunction, judgment or decree to which any of the Acquired CompanyCompanies, or any of the assets owned or used by each of the Acquired CompanyCompanies, is subject. (c) No . To the Knowledge of the Selling Shareholders, no director, officer, director, agent, or other employee of any of the Acquired Company Companies is subject to any Order order, writ, injunction, judgment or decree that prohibits such officer, director, agent, officer or other employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the respective Acquired Company’s business. (d) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired 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: (i) that has been commenced by or against the Acquired 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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectadverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which any of the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No neither Seller is 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 Sellers and the Company, no officer, director, agent, or employee of the 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 either the Acquired CompanyCompany or the Buyer. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since October 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since October 1, 1995, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or any Seller that otherwise relates to or may will materially affect the business of, of any Seller or any of the assets owned or used by, the Acquired CompanyAssets taken as a whole; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactionstransactions contemplated in this Agreement. To the Knowledge of Parent, GPX or Sellers’ Knowledge, (1) no such Proceeding Proceeding, which if it were pending would be listed on Schedule 3.15, 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 any Seller is subject that will materially affect the business of any Seller or the Acquired Company, or any of the assets owned or used by the Acquired Company, is subjectAssets taken as a whole. (c) No officer, director, agent, agent or employee of the Acquired Company any Seller 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 Acquired Companyany Seller. (d) The Acquired Company is, and at Except as set forth on Schedule 3.15: ------------- (i) each Seller is in compliance in all times has been, in full compliance material respects with all of the terms and requirements of each currently effective Order to which it, or any of the assets owned or used by it, is or has been subject.; (eii) 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 Acquired Companyany Seller, or any of the assets owned or used by the Acquired Companyany Seller, is subject.; and (fiii) The Acquired Company no Seller has not received, at received any time, any written notice or other written 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 Acquired Companyany Seller, or any of the assets owned or used by the Acquired Companyany Seller, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in the Disclosure Letter, there is no pending Proceeding: (ib) that has been commenced by or against the Acquired 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 (iic) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) the Disclosure Letter will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectCompany. (bd) There Except as set forth in the Disclosure Letter: (1) there is no Order to which any of the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (c2) No neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (3) to the Knowledge of Sellers and the Company, no officer, director, agent, or employee of the 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 Acquired Company. (de) The Acquired Except as set forth in the Disclosure Letter: (1) 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.; (e2) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (f3) The Acquired the Company has not received, at any time, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Section 3.15(a) of the Seller Disclosure Letter, there is no pending or, to Sellers’ Knowledge, threatened Proceeding: (i) that has been commenced by or against the Acquired Company or any Seller that otherwise relates to or may would reasonably be expected to affect the business of, Business or any of the assets owned or used by, the Acquired CompanyAssets in a materially adverse manner; 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 Except as set forth in Section 3.15(a) of the Seller Disclosure Letter, to Sellers’ Knowledge, (1) no such Proceeding has been Threatened, and (2) 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. 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 Except as set forth in Section 3.15(b) of the Seller Disclosure Letter, since January 31, 2003: (i) there has been no Order to which the Acquired Company, Business or any of the assets owned or used by the Acquired Company, Assets is subject.; and (cii) No officerto Sellers’ Knowledge, director, agent, no agent or employee of the Acquired Company is any Seller has been 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 Acquired CompanyBusiness. (dc) The Acquired Company is, and at all times has been, Except as set forth in full Section 3.15(c) of the Seller Disclosure Letter: (i) each Seller is in 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.; (eii) No 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 Acquired Company, Business) or any of the assets owned or used by the Acquired Company, Assets is subject.; and (fiii) The Acquired Company no Seller has not received, at any timetime since January 31, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, alleged or potential violation of, or failure to comply with, any term or requirement of any Order to which such Seller (with respect to the Acquired Company, Business) or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.16 of the Disclosure Letter, 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 business of, or any of the assets owned or used by, the Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions; or (iii) relating to the Shares. To Sellers’ Knowledgethe Knowledge of the Acquired Companies, (1) no such Proceeding has been Threatenedthreatened, and (2) 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. Seller Parties Sellers have made available delivered or will deliver to Purchaser in the Data Room Buyers copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 2.16 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 EffectLetter. (b) There Except as set forth in Part 2.16 of the Disclosure Letter: (i) there is no Order to which any of the Acquired CompanyCompanies, or any of the assets owned owned, leased or used by any of the Acquired Company, Companies is subject.; (cii) No no officer, directordirector or, to the Knowledge of the Acquired Companies, no 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. (dc) The Except as set forth in Part 2.16 of the Disclosure Letter: (i) 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 owned, leased or used by it, is or has been subject.; (eii) No to the Knowledge of the Acquired Companies, 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 owned, leased or used by the any Acquired Company, is subject.; and (fiii) The no Acquired Company has not received, received at any time, 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 any Acquired Company, or any of the assets owned owned, leased or used by the any Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth on Disclosure Schedule 3.9(a) there is no pending Proceeding: : (i) that has been commenced by or against the Acquired Company either Seller or that otherwise relates to or may affect the business ofXxxxxx Assets, the Real Property, or any of the assets owned Leased Equipment; or used by, the Acquired Company; 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 Sellers’ ' 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 Sellers have made available to Purchaser in the Data Room Buyer 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 on Disclosure Schedule could not reasonably be expected to have a Material Adverse Effect3.9(a). (b) There Except as set forth on Disclosure Schedule 3.9(b): (i) there is no Order to which the Acquired CompanySellers, or any of the assets owned Xxxxxx Assets, Real Property, or used by any of the Acquired CompanyLeased Equipment, is subject; and (ii) Sellers are not subject to any Order that relates to the Xxxxxx Assets, Real Property, or the Leased Equipment. (c) No officer, director, agent, or employee of the 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 Acquired Company. Except as set forth on Disclosure Schedule 3.9(c): (di) The Acquired Company isSellers are, and at all times has since January 1, 1994, have been, in full compliance with all of the terms and requirements of each Order listed or required to which itbe listed on Disclosure Schedule 3.9(b); (ii) to Sellers' Knowledge, or any of the assets owned or used by it, is or has been subject. (e) 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 any of the Acquired CompanyXxxxxx Assets, Real Property, or any of the assets owned or used by the Acquired Company, Leased Equipment is subject. ; and (fiii) The Acquired Company has Sellers have not received, at any timetime since January 1, 1994, 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 any of the Acquired CompanyXxxxxx Assets, Real Property, or any of the assets owned or used by the Acquired Company, Leased Equipment is or has been subject.

Legal Proceedings; Orders. (a) There Other than the FTC Decree, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company N21 or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyN21; 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 Sellers’ Knowledgethe Knowledge of N21, (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. 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. (bc) There Other than the FTC Decree: (i) there is no Order to which N21 or any of the Acquired Companyassets owned or used by N21 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 Companyby, is subject.N21; and (ciii) No no officer, director, agent, or employee of the Acquired Company N21 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 Acquired CompanyN21. (d) The Acquired Company with respect to the FTC Decree and all other Orders to which N21 is subject: (i) N21 is, and at all times since inception has been, in full compliance with all of the terms and requirements of each Order order to which it, or any of the assets owned or used by it, is or has been subject.; (eii) 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 Acquired Company, N21 or any of the assets owned or used by the Acquired Company, N21 is subject.; and (fiii) The Acquired Company N21 has not received, at any timetime since inception, 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, of or failure to comply with, any term or requirement of any Order to which the Acquired Company, N21 or any of the assets owned or used by the Acquired Company, N21 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: (i) that has been commenced by or against the Acquired 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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which any of the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No officerneither Seller is subject to any Order that relates to the business of, directoror any of the assets owned or used by, the Company; and (iii) to the Knowledge of Sellers and the Company, no member, agent, or employee of the Acquired Company is subject to any Order that prohibits such officer, directormember, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since January 1, 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.; (eii) No to the Knowledge of Sellers and 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 2003, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.15 of the Disclosure Schedule, 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of Sellers 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Schedule: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Companyit, is subject.; (cii) No neither Seller is 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 sellers and the Company, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Schedule: (i) the Company is, and at all times since January 1, 1991 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Companyit, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 1991, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of 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. 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 Further: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No neither 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 (iii) no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Further: (i) to Seller’s Knowledge, the Company is, and at all times since January 1, 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 2001, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Section 3.15 of the Company's Schedule, there is no pending Proceeding: (i) that has been commenced by or against the any Acquired Company or that otherwise relates specifically to or may affect the business of, or any of the assets owned or used by, the any Acquired Company; or (ii) that challenges, or that may is reasonably expected to have the effect of preventing, delaying, making illegal, or otherwise materially interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may is reasonably expected to give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties have made available The Company has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) Section 3.15 of the Seller Parties Disclosure Company's Schedule. The Proceedings listed in Part 3.14(a) Section 3.15 of the Seller Parties Disclosure Company's Schedule could are not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. (b) There Except as set forth in Section 3.15 of the Company's Schedule: (i) there is no Order to which any of the Acquired CompanyCompanies, or any of the assets owned or used by the any Acquired Company, is subject.; (cii) No to the Knowledge of the 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 any Acquired Company. (dc) The Except as set forth in Section 3.15 of the Company's Schedule: (i) each Acquired Company is, and at all times since January 1, 1997 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.; (eii) 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 any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject.; and (fiii) The no Acquired Company has not received, at any timetime since January 1, 1997, any written 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 Except as set forth in Section 3.18(a) of the Company Disclosure Schedule, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may affect Company, notice of which has been served upon the business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise reasonably be anticipated to or serve as a valid basis for the commencement of any such Proceeding. Seller Parties have made available The Company has delivered to Purchaser in the Data Room Parent copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(aSection 3.18(a) of the Seller Parties Company Disclosure Schedule. The Proceedings listed in Part 3.14(aSection 3.18(a) of the Seller Parties Company Disclosure Schedule could will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Section 3.18(b) of the Company Disclosure Schedule: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Section 3.18(c) of the Company Disclosure Schedule: (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.; (eii) 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 material 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 Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any time, received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or or, to the Knowledge of the Company, that otherwise relates to or may affect the business of, or any of the assets owned or used by, by the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of 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. Seller Parties have The Company has made available to Purchaser in the Data Room copies of Parent all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(aSection 18(a) of the Seller Parties Company Disclosure Schedule. The Proceedings listed in Part 3.14(aSection 3.18(a) of the Seller Parties Company Disclosure Schedule could will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (c) No 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. (d) To the Knowledge of the Company, no officer, director, agent, or employee of the 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 Acquired Company. (de) The Acquired 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. (ef) No event has occurred or circumstance exists that may reasonably could 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (fg) The Acquired Company has not received, at any time, received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding: (i) 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 (ii) or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers and the Acquired Companies, (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 any of the Acquired CompanyCompanies, or any of the assets owned or used by the any Acquired Company, is subject. (c) . 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. To the Knowledge of Sellers and the Acquired Companies, 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. (dc) The Each Acquired 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 any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. (f) The . No Acquired 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 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 SECTION 3.19(a) of Sellers' Disclosure Schedule lists any pending Proceeding: Proceedings (i) that has been commenced by or against the Acquired Company or any Seller that otherwise relates relate to or may affect the business of, of Sellers or any of the assets owned Assets, or used by, the Acquired Company; or (ii) that challengeschallenge, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated TransactionsTransactions (other than the Bankruptcy Case). To Sellers’ ' Knowledge, (1) no other such Proceeding has been Threatenedthreatened, and (2) 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 ProceedingProceeding (other than the Bankruptcy Case). Seller Parties have made available to Purchaser in Except for the Data Room copies of all pleadingsBankruptcy Petition, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule. The no such Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could not reasonably be expected to will have a Material Adverse Effect. (b) There is no SECTION 3.19(b) of Sellers' Disclosure Schedule lists each Order to which the Acquired Companya Seller, or any of the assets owned or used by the Acquired CompanyAssets, is or has been subject. (c) No . To Sellers' Knowledge, no officer, director, agent, agent or employee of the Acquired Company a Seller 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 Acquired CompanySellers. (dc) The Acquired Company Each Seller is, and at all times since December 31, 1999, 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. (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 Acquired Company, such Seller or any of the assets owned or used by the Acquired Company, Assets is subject. (f) The Acquired Company . No Seller has not received, at any timetime since December 31, 1999, any written notice or or, to Sellers' Knowledge any other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, alleged or potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, such Seller or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.18(a), there is no pending or, to Seller's Knowledge, threatened Proceeding: : (i1) that has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanySeller; or or (ii2) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Seller, (1) no such Proceeding has been Threatened, and (2) 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, correspondence and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule3.18(a). The There are no Proceedings listed or required to be listed in Part 3.14(a3.18(a) of the Seller Parties Disclosure Schedule that could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition or prospects of Seller or upon the Assets. (b) There Except as set forth in Part 3.18(b): (1) there is no Order to which the Acquired CompanySeller, its business or any of the assets owned or used by the Acquired Company, Assets is subject. ; and (c2) No to the Knowledge of Seller, no officer, director, agent, agent or employee of the Acquired Company Seller 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 Acquired CompanySeller. (dc) The Acquired Company Except as set forth in Part 3.18(c): (1) Seller is, and and, at all times since its inception, has been, 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. ; (e2) No 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 Acquired Company, Seller or any of the assets owned or used by the Acquired Company, Assets is subject. ; and (f3) The Acquired Company Seller has not received, at any timetime since its inception, any 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 Acquired Company, Seller or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding: (i) 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 (ii) or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Seller and the Acquired Companies, (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 any of the Acquired CompanyCompanies, or any of the assets owned or used by the any Acquired Company, is subject. (c) No . 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. To the Knowledge of Seller and the Acquired Companies, 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. (dc) The Each Acquired 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 any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. (f) The . No Acquired 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 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 Except as set forth in Part 3.15 of the Disclosure Letter, 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) to the Knowledge of Seller and the Company, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since January 1, 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 1999, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth on Schedule 3.17(a), 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 business of, Business of or any of the assets Assets or Properties owned or used by, by the Acquired Company; or (ii) that challenges, challenges or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, with any of the Contemplated Transactions. To Sellers’ the Company’s 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 The Company has delivered to Purchaser in the Data Room Parent copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Scheduleon Schedule 3.17(a). The Proceedings listed in Part 3.14(aon Schedule 3.17(a) will not have a material adverse effect on the Business, operations, assets, condition, or prospects of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectCompany. (b) There Except as set forth on Schedule 3.17(b): (i) the Company is no not subject to any Order that relates to which the Acquired Company, Business of or any of the assets owned or used by the Acquired Company, is subject.; and (cii) No no officer, director, agent, manager, or employee of the Acquired Company is subject to any Order that prohibits such officer, director, agent, manager, or employee from engaging in or continuing any conduct, activity, or practice relating to the business Business of the Acquired Company. (dc) The Acquired Except as set forth on Schedule 3.17(c): (i) the Company is, is and at all times has been, been in full compliance with all of the terms and requirements of each Order to which it, the Business, or any of the assets Assets or Properties owned or used by it, it is or has been subject.; (eii) No no event has occurred or nor circumstance exists that may constitute or result in (with or without notice or lapse of time) time may constitute or result in a violation of or failure to comply with any term or requirement of any Order to which the Acquired Company, the Business, or any of the assets Assets or Properties owned or used by the Acquired Company, Company is subject.; and (fiii) The Acquired the Company has not received, at received any time, any written or oral notice or other communication (whether oral or written) from any Governmental Body Authority or any other Person regarding any actual, alleged, possible, or potential violation of, of or failure to comply with, with any term or requirement of any Order to which the Acquired Company, the Business, or any of the assets Assets or Properties owned or used by the Acquired Company, Company is or has been subject.

Legal Proceedings; Orders. 5.16.1 Except as set forth on the attached SCHEDULE 5.16, (ai) There there is no pending Proceeding: Proceeding (ia) that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the business of, or any of the assets properties owned or used by, the Acquired Company; or or (iib) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any this transaction; and (ii) to the Knowledge of each Seller and the Contemplated Transactions. To Sellers’ KnowledgeCompany, (1a) no such Proceeding has been Threatened, and (2b) 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 Sellers have delivered or made available to Purchaser in the Data Room Crown Parties copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(aon SCHEDULE 5.16. Such Proceedings will not have a material adverse effect on the business, operations, properties, prospects, or condition (financial or otherwise) 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 EffectCompany. 5.16.2 Except as set forth on SCHEDULE 5.16, (bi) There there is no Order to which the Acquired Company, or any of the assets properties owned or used by the Acquired Companyit, is subject. ; (cii) No neither Seller is subject to any Order that relates to the business of, or any of the properties owned or used by, the Company; and (iii) to the Knowledge of each Seller and the Company, no officer, director, agent, or employee of the 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 Acquired Company. 5.16.3 Except as set forth on SCHEDULE 5.16, (di) The Acquired 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 properties owned or used by it, is or has been subject. ; (eii) No no event has occurred or circumstance exists that may constitute or result in (with or without notice or notice, lapse of time, or both) a violation of or failure to comply with any term or requirement of any Order to which the Acquired Company, or any of the assets properties owned or used by the Acquired Companyit, is subject. ; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 1992, any notice or other communication (whether oral or written) from any Governmental Body Authority 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 Acquired Company, or any of the assets properties owned or used by the Acquired Companyit, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.15(a) of the Disclosure Letter, there is no pending Proceeding: (i) Material Proceeding that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the business ofany Associated Company. In addition, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledge, (1) no such Material Proceeding has been Threatened, threatened and (2) 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 Material Proceeding. Seller Parties have The Company has made available to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Material Proceeding listed in Part 3.14(a3.15(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.Letter; (b) There Except as set forth in Part 3.15(b) of the Disclosure Letter: (i) there is no Material Order to which any of the Acquired CompanyAssociated Companies, or any of the assets owned owned, leased or used by any of the Acquired Company, Associated Companies is subject.; and (cii) No no officer, director, agent, or employee of the Acquired any Associated 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 Acquired any Associated Company. (dc) The Acquired Except as set forth in Part 3.15(c) of the Disclosure Letter: (i) each Associated Company is, and at all times has been, in full Material compliance with all of the terms and requirements of each Material Order to which it, or any of the assets owned owned, leased or used by it, is or has been subject.; (eii) 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 Material Order to which the Acquired Company, or any of the assets owned owned, leased or used by the Acquired any Associated Company, is subject.; and (fiii) The Acquired no Associated Company has not received, received at any time, time any written notice or other communication (whether oral or written) from any Governmental Governmental. Body or any other Person regarding any actual, allegedalleged , possible, possible or potential Material violation of, or failure to comply with, any Material term or requirement of any Material Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.Associated

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.15 of the Disclosure Letter, there is no material pending Proceeding: (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the business of, Business or any of the assets owned or used by, the Acquired Company; orAssets; (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe knowledge of Seller, (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 has made available to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 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 EffectLetter. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which the Acquired Company, Company or any of the assets owned Assets is subject or used by that relates to the Acquired Company, is subject.Business or any of the Assets which has or will have a Material Adverse Effect; (cii) No no officer, director, agent, or employee of the 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 Acquired Company.Business which has or will have a Material Adverse Effect; (diii) The Acquired Company is, and at all times 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.subject or that relates to the Business or any of the Assets which has or will have a Material Adverse Effect; (eiv) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.subject which has or will have a Material Adverse Effect; and (fv) The Acquired Company has not received, 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 material Order to which the Acquired Company, Company or any of the assets owned or used by the Acquired Company, Assets is or has been subjectsubject which has or will have a Material Adverse Effect.

Legal Proceedings; Orders. (a) There A. Except as set forth in SCHEDULE 3.12 of the Disclosure Schedule, there is no pending Proceeding: (i) that That has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanySeller; or (ii) that That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Seller, (1i) no such Proceeding has been Threatened, Threatened and (2ii) 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 delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) SCHEDULE 3.12 of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) SCHEDULE 3.12 of the Seller Parties Disclosure Schedule could will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of Seller. B. Except as set forth in SCHEDULE 3.12 of the Disclosure Schedule: (bi) There is no Order to which the Acquired Companyany of Seller, or any of the assets owned or used by the Acquired CompanySeller, is subject.; (cii) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, Seller; and (iii) No officer, director, agent, or employee of the Acquired Company 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 Acquired CompanySeller. C. Except as set forth in SCHEDULE 3.12 of the Disclosure Schedule: (di) The Acquired Company Seller is, and at all times since October 16, 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.; (eii) 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is subject.; and (fiii) The Acquired Company Seller has not received, at any timetime since October 16, 1996, 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.16, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company Target or its Subsidiaries or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyTarget or its Subsidiaries; 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 Sellers’ Knowledge, Merger. (1) no 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 Major Shareholders have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure ScheduleSchedule 3.16. The Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could 3.16 will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of Target and its Subsidiaries. (b) There Except as set forth in Schedule 3.16: (i) there is no Order to which any of the Acquired CompanyTarget and its Subsidiaries, or any of the assets owned or used by the Acquired CompanyTarget and its Subsidiaries, is subject.; (cii) No Major Shareholders are not subject to any Order that relates to the business of, or any of the assets owned or used by, Target and its Subsidiaries; and (iii) no officer, director, agent, or employee of the Acquired Company Target and 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 of the Acquired CompanyTarget and its Subsidiaries. (dc) The Acquired Company Except as set forth in Schedule 3.16: (i) each of Target and its Subsidiaries is, and at all times since inception 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.; (eii) 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 Acquired CompanyTarget and its Subsidiaries, or any of the assets owned or used by the Acquired CompanyTarget and its Subsidiaries, is subject.; and (fiii) The Acquired Company has Target and its Subsidiaries have not received, at any timetime since inception, 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 Acquired CompanyTarget and its Subsidiaries, or any of the assets owned or used by the Acquired CompanyTarget and its Subsidiaries, 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: (i) that has been commenced by or against the Acquired 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 (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 the Company and Sellers’ Knowledge, (1A) no such Proceeding has been Threatened, and (2B) 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 Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter are not reasonably be expected likely to have a Material Adverse Effect. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No no Seller is 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 and Sellers, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since December 31, 2003 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since December 31, 2003, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no Section 3.19(a) of Sellers' Disclosure Schedule lists any pending Proceeding: Proceedings (i) that has been commenced by or against the Acquired Company or any Seller that otherwise relates relate to or may affect the business of, of Sellers or any of the assets owned Assets, or used by, the Acquired Company; or (ii) that challengeschallenge, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated TransactionsTransactions (other than the Bankruptcy Case). To Sellers’ ' Knowledge, (1) no other such Proceeding has been Threatenedthreatened, and (2) 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 ProceedingProceeding (other than the Bankruptcy Case). Seller Parties have made available to Purchaser in Except for the Data Room copies of all pleadingsBankruptcy Petition, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule. The no such Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could not reasonably be expected to will have a Material Adverse Effect. (b) There is no Section 3.19(b) of Sellers' Disclosure Schedule lists each Order to which the Acquired Companya Seller, or any of the assets owned or used by the Acquired CompanyAssets, is or has been subject. (c) No . To Sellers' Knowledge, no officer, director, agent, agent or employee of the Acquired Company a Seller 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 Acquired CompanySellers. (dc) The Acquired Company Each Seller is, and at all times since December 31, 1999, 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. (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 Acquired Company, such Seller or any of the assets owned or used by the Acquired Company, Assets is subject. (f) The Acquired Company . No Seller has not received, at any timetime since December 31, 1999, any written notice or or, to Sellers' Knowledge any other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, alleged or potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, such Seller or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.16 of the Disclosure Schedule, 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 business of, or any of the assets owned or used by, the Acquired CompanyXxxx; or (ii) that challengeschallenges or, or to the Knowledge of Stockholders and Xxxx, that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. transactions contemplated hereby. (b) To Sellers’ Knowledgethe Knowledge of Stockholders and Xxxx, (1) no such Proceeding has been Threatened, and (2) to the Knowledge of Stockholders and Xxxx no event has occurred or circumstance exists that may could reasonably be anticipated to give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties Stockholders have made available delivered to Purchaser in the Data Room PRG copies of all pleadings, correspondence, correspondence and other documents relating to each Proceeding listed in Part 3.14(a) 2.16 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. (bc) There Except as set forth in Part 2.16 of the Disclosure Schedule: (i) there is no Order to which the Acquired CompanyXxxx, or any of the assets owned or used by the Acquired CompanyXxxx, is subject.; (cii) No Stockholders are not subject to any Order that relates to the business of, or any of the assets owned or used by, Xxxx; and (iii) no officer, director, agent, agent or employee of the Acquired Company Xxxx 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 Acquired CompanyXxxx. (d) The Acquired Company Except as set forth in Part 2.16 of the Disclosure Schedule: (i) Xxxx is, and at all times since January 1, 1993 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., and has not received any notice or other communication (oral or written) from any Governmental Body or Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Order; and (eii) No to the Knowledge of Xxxx and Stockholders, no event has occurred or circumstance exists that may could reasonably be anticipated 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 Acquired CompanyXxxx, or any of the assets owned or used by the Acquired CompanyXxxx, is subject. (f) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 5.10, there is no pending Proceeding: : (i) that has been commenced by or against the Acquired Company any Seller or any PGPA physician that otherwise relates to or may affect the business of, operation of the Health Centers or any of the assets owned Purchased Assets; or used by, the Acquired Company; 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 Sellers’ Knowledge, (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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Purchasers copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure ScheduleSchedule 5.10. The Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could 5.10 will not reasonably be expected to have a Material Adverse Effect. (bi) There is no Order to which the Acquired Company, or any of the assets owned Health Centers or used by the Acquired Company, Purchased Assets is subject. ; and (cii) No officer, director, agent, or employee of the Acquired Company no 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 relates to the business operation of the Acquired CompanyHealth Centers or the Purchased Assets. (di) The Acquired Company is, and at all times has been, Each Seller is in full compliance with all of the terms and requirements of each Order to which it, the Health Centers or any of the assets owned or used by it, Purchased Assets is or has been subject. ; (eii) No to the knowledge of Sellers, 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 any of the Acquired CompanyHealth Centers, or any of the assets owned or used by the Acquired CompanyPurchased Assets, is subject. ; and (fiii) The Acquired Company no Seller has not received, 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, actual or potential alleged violation of, or failure to comply with, any term or requirement of any Order to which any of the Acquired CompanyHealth Centers, or any of the assets owned or used by the Acquired CompanyPurchased Assets, 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: (i) that has been commenced by or against the Acquired 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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No Sellers 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) no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since December, 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since December 31, 1993 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of Sellers 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (bi) There there is no Order to which any of the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iii) no officer, director, agent, or employee of the 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 Acquired Company. (div) The Acquired 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.; (ev) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fvi) The Acquired the Company has not received, at any time, any received no 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Section 3.16 of the Datalogic Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company Datalogic or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyDatalogic; 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 Sellers’ Knowledgethe Knowledge of the Shareholders and Datalogic, (1) no such Proceeding has been Threatened, 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. Seller Parties have made available No later than the Closing Date Datalogic will deliver to Purchaser in the Data Room TopClick copies of all pleadings, correspondence, and other documents relating to each Proceeding listed specified in Part 3.14(a) Section 3.16 of the Seller Parties Datalogic Disclosure ScheduleLetter, if any. The Proceedings listed specified in Part 3.14(a) Section 3.16 of the Seller Parties Datalogic Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of Datalogic. (b) There Except as set forth in Section 3.16 of the Datalogic Disclosure Letter: (i) there is no Order to which the Acquired CompanyDatalogic, or any of the assets owned or used by the Acquired CompanyDatalogic, is subject.; (cii) No no Shareholder is subject to any Order that relates to the business of, or any of the assets owned or used by, Datalogic; and (iii) no officer, director, agent, or employee of the Acquired Company Datalogic 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 Acquired CompanyDatalogic. (dc) The Acquired Company is, Except as set forth in Section 3.16 of the Datalogic Disclosure Letter: (i) Datalogic is and at all times has been, been in full compliance with all of the terms and requirements of each Order to which itDatalogic, or any of the assets owned or used by itDatalogic, is or has been subject.; (eii) 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 Acquired CompanyDatalogic, or any of the assets owned or used by the Acquired CompanyDatalogic, is subject.; and (fiii) The Acquired Company Datalogic has not received, 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 Acquired CompanyDatalogic, or any of the assets owned or used by the Acquired CompanyDatalogic, is or has been subject.

Legal Proceedings; Orders. (a1) There is exists no pending Proceeding: : (i) that has been commenced by or against the Acquired Company CMCC or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyCMCC; 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 Sellers’ Knowledgethe Knowledge of MCC, (1A) no such Proceeding has been Threatened, and (2B) 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. (b2) (i) There is no Order to which the Acquired CompanyCMCC, or any of the assets owned or used by the Acquired CompanyCMCC, is subject. ; (cii) No CMCC is not subject to any Order that relates to the business of, or any of the assets owned or used by, CMCC; and (iii) to the Knowledge of MCC, no officer, director, agent, or employee of the Acquired Company CMCC 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 Acquired CompanyCMCC. (d3) The Acquired Company (i) CMCC is, and at all times since the Share Acquisition 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. ; (eii) 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 Acquired CompanyCMCC, or any of the assets owned or used by the Acquired CompanyCMCC, is subject. ; and (fiii) The Acquired Company CMCC has not received, at any timetime since the Share Acquisition Date, 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 Acquired CompanyCMCC, or any of the assets owned or used by the Acquired CompanyCMCC, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 5.17(a), there is no pending or, to the Knowledge of Buyer, threatened Proceeding: (i) that has been commenced by or against the Acquired Company or Buyer that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Companyhave a Buyer Material Adverse Effect; or (ii) that challenges, or that may would have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Buyer’s Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may is reasonably likely to give rise to or serve as a reasonable basis for the commencement of any such Proceeding. Buyer has delivered to Seller Parties have made available to Purchaser in the Data Room copies of all pleadings, correspondence, correspondence and other documents relating to each any Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule5.17(a). The There are no Proceedings listed or required to be listed in Part 3.14(a5.17(a) of the Seller Parties Disclosure Schedule could not reasonably be expected to that would have a Material Adverse EffectEffect on the business, operations, or condition of Buyer or upon its assets. (b) There Except as set forth in Part 5.17 (b): (i) there is no Order to which the Acquired CompanyBuyer, its business or any of the its assets owned or used by the Acquired Company, is subject.; and (cii) No to the Knowledge of Buyer, no officer, directorstockholder, agent, director or employee of the Acquired Company Buyer is subject to any Order that prohibits such officer, stockholder, director, agent, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Acquired CompanyBuyer. (dc) The Acquired Company Except as set forth in Part 5.17(c): (i) Buyer is, and and, at all times since January 1, 2003, has been, been in full material compliance with all of the terms and requirements of each Order to which it, it or any of the its assets owned or used by it, is or has been subject.; (eii) No to the Knowledge of Buyer, 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 Acquired Company, Buyer or any of the its assets owned or used by the Acquired Company, is subject.subject which would result in a Buyer Material Adverse Effect; and (fiii) The Acquired Company Buyer has not received, at any timetime since January 1, 2003, any written notice or other written 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 Acquired Company, Buyer or any of the its assets owned or used by the Acquired 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: (i) that has been commenced by or against the Acquired 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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which any of the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since January 1, 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 2005, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending ProceedingProceeding the result of which could reasonably be expected to have a Material Adverse Effect: (i) that has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanySeller; 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 Sellers’ Knowledge, transactions contemplated hereby. (1b) 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 . (c) Except as set forth in Part 3.14 of the Data Room copies of all pleadings, correspondenceDisclosure Schedule, 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 except for such Orders as could not reasonably be expected to have a Material Adverse Effect.: (bi) There there is no Order to which the Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is subject.; (cii) No officer, director, agentSeller and Shareholder are not subject to any Order that relates to the business of, or employee any of the Acquired Company assets owned or used by, Seller; and (iii) no officer or director of Seller is subject to any Order that prohibits such officer, director, agent, officer or employee director from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Acquired CompanySeller. (d) The Acquired Company Except as set forth in Part 3.14 of the Disclosure Schedule, and where the breach of the following representations could not reasonably be expected to have a Material Adverse Effect: (i) Seller 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.; (eii) 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is subject.; and (fiii) The Acquired Company Seller has not received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person no Knowledge 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is or has been subject.

Legal Proceedings; Orders. (a) There is no Section 3.22(a) of Sellers’ Disclosure Schedule lists any pending Proceeding: Proceedings (i) that has been commenced by or against the Acquired Company or that otherwise relates relate to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or Company or (ii) that challengeschallenge, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. To any Sellers’ Knowledge, (1) no other such Proceeding has been Threatenedthreatened, and (2) no event has occurred or circumstance exists that may or reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, correspondence and other documents relating to each Proceeding listed such Proceedings. Such Proceedings will not in Part 3.14(a) the aggregate have a material adverse effect on the financial or other condition, results of operations, assets, Liabilities, equity, business or prospects 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 EffectCompany. (b) There is no Section 3.22(b) of Sellers’ Disclosure Schedule lists each Order to which the Acquired Company, or any of the assets owned or used by the Acquired Companyit, is or has been subject. (c) No . To any Sellers’ Knowledge, no officer, director, agent, agent or employee of the Acquired 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 Acquired Company. (dc) The Acquired Except as listed in Section 3.22(c) of Sellers’ Disclosure Schedule, the Company is, and at all times since January 1, 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. (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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) . The Acquired Company has not received, received at any timetime since January 1, 2000 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, alleged or 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 Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.13(a) of the Disclosure Letter, 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 business of, or any of the assets owned or used by, the Acquired CompanyAssets; 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 Sellers’ Knowledgethe Knowledge of 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 reasonable basis for the commencement of any such Proceeding. Seller Parties have made available The Company has delivered to Purchaser in the Data Room Buyer copies of all pleadings, pleadings and correspondence, and other documents relating to each Proceeding listed in Part 3.14(a3.13(a) of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a3.13(a) of the Seller Parties Disclosure Schedule Letter have not had and could not be reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.13(b) of the Disclosure Letter: (i) there is no Order to which the Acquired Company, Sxxxxx, or any of the assets owned Acquired Assets, Assigned Contracts or used by Assumed Liabilities is subject; (ii) the Company is not subject to any Order that relates to the Business of the Company or to any of the Acquired Assets, Assigned Contracts or Assumed Liabilities; and (iii) to the Knowledge of the Company, is subject. (c) No no officer, director, agent, or employee of the 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 Business of the Acquired Company. (dc) The Acquired Except as set forth in Part 3.13(c) of the Disclosure Letter: (i) the Company is, and at all times since December 31, 2002 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned Acquired Assets, Assigned Contracts or used by it, Assumed Liabilities is or has been subject.; (eii) 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 materially comply with any term or requirement of any Order to which the Acquired Company, or any of the assets owned Acquired Assets, Assigned Contracts or used by the Acquired Company, Assumed Liabilities is subject.; (fiii) The Acquired the Company has not received, at any timetime since December 31, 2003, any notice or other written 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 Acquired Company, or any of the assets owned Acquired Assets, Assigned Contracts or used by the Acquired Company, Assumed Liabilities is or has been subject; and (iv) the Company has not been subject to or otherwise participated in any Proceeding since December 31, 2002.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.14 of the Disclosure Letter, 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.14 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.14 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.14 of the Disclosure Letter: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) to the Knowledge of Seller and the Company, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.14 of the Disclosure Letter: (i) the Company is, and at all times since December 31, 1991 has been, in full compliance with all of the terms and requirements andrequirements of each Order to which it, or any of the assets owned or used by it, is or has been subject.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since December 31, 1995, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth on DISCLOSURE SCHEDULE 3.7(a) there is no pending Proceeding: : (i) that has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the business of, EX-L Assets; or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledge, (1) no No such Proceeding has been Threatened, and (2) to Seller's Knowledge, 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 has made available to Purchaser in the Data Room Buyer 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 Effecton DISCLOSURE SCHEDULE 3.7(a). (b) There Except as set forth on DISCLOSURE SCHEDULE 3.7(b): (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, EX-L Assets is subject; and (ii) Seller is not subject to any Order that relates to the EX-L Assets. (c) No officer, director, agent, or employee of the 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 Acquired Company. Except as set forth on DISCLOSURE SCHEDULE 3.7(c): (di) The Acquired Company Seller is, and at all times since January 1, 1997, has been, in full compliance compliance with all of the terms and requirements of each Order listed or required to which itbe listed on DISCLOSURE SCHEDULE 3.7(b); (ii) to Seller's Knowledge, or any of the assets owned or used by it, is or has been subject. (e) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, EX-L Assets is subject. ; and (fiii) The Acquired Company Seller has not received, at any timetime since January 1, 1997, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, EX-L Assets 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: : (i) that has been commenced by or against the Acquired 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 have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Shareholders 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. Seller Parties Shareholders have made available delivered to Purchaser in the Data Room copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. ; (cii) No no Shareholder is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iii) no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since December 31, 1991 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. ; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. ; and (fiii) The Acquired the Company has not received, at any timetime since December 31, 1991, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in the Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or any Seller that otherwise relates to or may materially affect the business Business of, or any of the assets owned or used by, the Acquired CompanyRockwood; 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 Sellers’ Knowledge, (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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Biomune copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) the Disclosure Letter. To the Knowledge of Sellers, 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 Letter will not, except as disclosed in the Disclosure Letter, have a Material Adverse Effectmaterial adverse effect on the Business, operations, assets or condition of Rockwood. (b) There Except as set forth in the Disclosure Letter: (i) there is no Order to which the Acquired CompanyRockwood, or any of the assets owned or used by the Acquired CompanyRockwood, is are subject.; and (cii) No no officer, director, or to the Knowledge of Sellers, any agent, or critical employee of the Acquired Company Rockwood is subject to any Order that prohibits such officer, director, agent, or critical employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Acquired CompanyRockwood. (d) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 5.14 of the Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company Coventry or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Companyby Coventry; 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 Sellers’ Knowledgethe Knowledge of Coventry, (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 Coventry has delivered to Purchaser in the Data Room Shareholders and Members copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 5.14 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 5.14 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of Coventry. (b) There Except as set forth in Part 5.14 of the Disclosure Letter: (i) there is no Order to which the Acquired CompanyCoventry, or any of the assets owned or used by the Acquired CompanyCoventry, is subject; and (ii) Coventry is not subject to any Order that relates to the business of, or any of the assets owned or used by, Coventry. (ciii) No no officer, director, agent, or employee of the Acquired Company Coventry 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 Acquired CompanyCoventry. (dc) The Acquired Company is, and at all times has been, Except as set forth in full Part 5.14 of the Disclosure Letter: (i) Coventry is in 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.; (eii) No no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of timetime or both) a violation of or failure to comply with any term or requirement of any Order to which the Acquired CompanyCoventry, or any of the assets owned or used by the Acquired CompanyCoventry, is subject.; and (fiii) The Acquired Company Coventry has not received, 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 material term or requirement of any Order to which the Acquired CompanyCoventry, or any of the assets owned or used by the Acquired CompanyCoventry, is or has been subject.

Legal Proceedings; Orders. (a) There A. Except as set forth in SCHEDULE 3.12 of the Disclosure Schedule, there is no pending Proceeding: (i) that That has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanySeller; or (ii) that That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Seller, (1i) no such Proceeding has been Threatened, Threatened and (2ii) 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 shall have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) SCHEDULE 3.12 of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) SCHEDULE 3.12 of the Seller Parties Disclosure Schedule could will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. B. Except as set forth in SCHEDULE 3.12 of the Disclosure Schedule: (bi) There is no Order to which the Acquired Companyany of Seller, or any of the assets owned or used by the Acquired Company, is subject.; (cii) 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 (iii) No officer, director, agent, or employee of the 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 Acquired Company. C. Except as set forth in SCHEDULE 3.12 of the Disclosure Schedule: (di) The Acquired Company Seller is, and at all times since Febrauary 26, 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.; (eii) 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is subject.; and (fiii) The Acquired Company Seller has not received, at any timetime since February 26, 1999, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 4.11 of the MYG Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company MYG or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyMYG; 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 Sellers’ Knowledgethe Knowledge of MYG, (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. Seller Parties have made available MYG has delivered to Purchaser in the Data Room Bisassist copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 4.11 of the Seller Parties MYG Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 4.11 of the Seller Parties MYG Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of MYG. (b) There Except as set forth in Part 4.11 of the MYG Disclosure Letter: (i) there is no Order to which the Acquired CompanyMYG, or any of the assets owned or used by the Acquired CompanyMYG, is subject.; (cii) No no MYG shareholder is subject to any Order that relates to the business of, or any of the assets owned or used by, MYG; and (iii) no officer, director, agent, or employee of the Acquired Company MYG 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 Acquired CompanyMYG. (dc) The Acquired Company is, Except as set forth in Part 4.11 of the MYG Disclosure Letter: (i) MYG is and at all times has been, 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.; (eii) 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 Acquired CompanyMYG, or any of the assets owned or used by the Acquired CompanyMYG, is subject.; and (fiii) The Acquired Company MYG has not received, 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 Acquired CompanyMYG, or any of the assets owned or used by the Acquired CompanyMYG, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth on Schedule 5.15, there is no pending Proceeding: (i) that has been commenced by or against and served upon the Acquired Company Seller or CML that otherwise relates to or may affect the business of, Business or any of the assets owned or used by, the Acquired CompanyPurchased Assets; 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 Sellers’ KnowledgeKIB, (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 Except as set forth on Schedule 5.15, there is no Order to which the Acquired Company, Business or any of the assets owned or used by the Acquired CompanyPurchased Assets, is subject.; (c) No officer, director, agent, or employee Except as set forth on Schedule 5.15: (i) each of the Acquired Company Seller and CML 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 Acquired Company. (d) The Acquired Company is, and at all times has been, in full 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 it, Purchased Assets is or has been subject.subject except where such lack of compliance will not have a material adverse effect on the Business or the Purchased Assets; (eii) 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 Acquired Company, Business or any of the assets owned Purchased Assets is or used by has been subject except where such violation or failure to comply will not have a material adverse effect on the Acquired Company, is subject.Business or the Purchased Assets; and (fiii) The Acquired Company neither the Seller nor CML has not received, 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 Acquired Company, Business or any of the assets owned or used by the Acquired Company, Purchased Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.15 of Sellers’ Disclosure Schedules, there is no pending Proceeding: , (i) that has been commenced by or against the Acquired Company RHL or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyRHL; 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 Sellers’ 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 Sellers have made available delivered to Purchaser in the Data Room NAI copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) Schedule 3.15 of the Seller Parties Sellers’ Disclosure ScheduleSchedules. The Proceedings listed in Part 3.14(a) Schedule 3.15 of the Seller Parties Sellers’ Disclosure Schedule could Schedules are not reasonably be expected to have a Material Adverse EffectEffect on RHL. (b) There Except as set forth in Schedule 3.15 of Sellers’ Disclosure Schedules, (i) there is no Order to which RHL or any assets owned or used by RHL is subject; (ii) no Seller is subject to any Order that relates to the Acquired Companybusiness of, or any of the assets owned or used by the Acquired Companyby, is subject. RHL; and (ciii) No no officer, director, agentagent or, or to the Knowledge of Sellers, employee of the Acquired Company RHL 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 Acquired CompanyRHL. (dc) The Acquired Company isExcept as set forth in Schedule 3.15 of Sellers’ Disclosure Schedules, and at all times has been, (i) RHL is 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. ; (eii) No to the Knowledge of Sellers, 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 materially comply with any term or requirement of any Order to which the Acquired CompanyRHL, or any of the assets owned or used by the Acquired CompanyRHL, is subject. ; and (fiii) The Acquired Company RHL has not received, 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 Acquired CompanyRHL, or any of the assets owned or used by the Acquired CompanyRHL, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.17(a), there is no pending or, to Seller’s and Shareholders’ Knowledge, threatened Proceeding: (i) that has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanySeller; 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 Sellers’ Knowledgethe Knowledge of Seller, (1) no such Proceeding has been Threatened, and (2) 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, correspondence and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule3.17(a). The There are no Proceedings listed or required to be listed in Part 3.14(a3.17(a) of the Seller Parties Disclosure Schedule that could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition or prospects of Seller or upon the Assets. (b) There Except as set forth in Part 3.17(b): (i) there is no Order to which Seller, the Acquired Company, Business or any of the assets owned or used by the Acquired Company, Assets is subject.; and (cii) No to the Knowledge of Seller, no officer, director, agent, agent or employee of the Acquired Company Seller 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 Acquired CompanyBusiness. (dc) The Acquired Company Except as set forth in Part 3.17(b): (i) Seller is, and and, at all times since December 31, 2018, has been, been in full material 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.; (eii) No To the Knowledge of the Seller, 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 Acquired Company, Seller or any of the assets owned or used by the Acquired Company, Assets is subject.; and (fiii) The Acquired Company Seller has not received, at any timetime since December 31, 2018, any written or, to the Knowledge of the Seller, oral 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 Acquired Company, Seller or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.15, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or any Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or (ii) that That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers and the Acquired Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance circumstances exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule. Schedule 3.15; The Proceedings listed in Part 3.14(a) Schedule 3.15 will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectAcquired Company. (b) There Except as set forth in Schedule 3.15: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) to the Knowledge of Sellers and the Acquired Company, no officer, director, agent, or employee of the 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 Acquired Company. (d) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There A. Except as set forth in Schedule 3.12 of the -------------- Disclosure Schedule, there is no pending Proceeding: (i) that That has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanySeller; or (ii) that That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Seller, (1i) no such Proceeding has been Threatened, Threatened and (2ii) 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 shall have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) Schedule 3.12 of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) Schedule 3.12 of the Seller Parties Disclosure Schedule could will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. B. Except as set forth in Schedule 3.12 of the ------------- Disclosure Schedule: (bi) There is no Order to which the Acquired Companyany of Seller, or any of the assets owned or used by the Acquired Company, is subject.; (cii) 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 (iii) No officer, director, agent, or employee of the 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 Acquired Company. C. Except as set forth in Schedule 3.12 of the ------------- Disclosure Schedule: (di) The Acquired Company Seller is, and at all times since January, 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.; (eii) 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is subject.; and (fiii) The Acquired Company Seller has not received, at any timetime since January, 1996, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in SCHEDULE 4.16, there is no pending Proceeding: (i) that That has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanySeller; or (ii) that That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Shareholder and the Seller, (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. Seller Parties have made available Shareholder has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure ScheduleSCHEDULE 4.16. The Proceedings listed in Part 3.14(a) SCHEDULE 4.16 will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectSeller. (b) Except as set forth in SCHEDULE 4.16: (i) There is no Order to which the Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is subject.; (cii) No Shareholder is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Seller; and (iii) To the Knowledge of Shareholder and the Seller, no officer, director, agent, or employee of the Acquired Company 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 Acquired CompanySeller. (dc) Except as set forth in SCHEDULE 4.16 since March 30, 1998: (i) The Acquired Company Seller 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.; (eii) 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is subject.; and (fiii) The Acquired Company Seller has not received, 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding: (i) that has been commenced by or against the Acquired Company LLC or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyLLC; 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 Sellers’ Knowledge. (iii) to the Knowledge of Sellers and the LLC, (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. Seller Parties , which will have made available to Purchaser in a material adverse effect on the Data Room copies of all pleadingsbusiness, correspondenceoperations, and other documents relating to each Proceeding listed in Part 3.14(a) assets, condition, or prospects 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 EffectLLC. (b) There there is no Order to which the Acquired CompanyLLC, or any of the assets owned or used by the Acquired CompanyLLC, is subject.; (c) No no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the LLC; (d) no officer, director, agent, or employee of the Acquired Company LLC 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 Acquired Company.LLC; (de) The Acquired Company is, the LLC is and at all times has been, 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.; (ef) 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 Acquired CompanyLLC, or any of the assets owned or used by the Acquired CompanyLLC, is subject.; and (fg) The Acquired Company the LLC has not received, 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 Acquired CompanyLLC, or any of the assets owned or used by the Acquired CompanyLLC, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.15(a), since there has not been, and there is no not pending or, to the Knowledge of Sellers, threatened, any Proceeding: (i) that has been commenced by or against the any Acquired Company or that otherwise relates to or may could affect the business of, or any of the assets owned or used by, the any Acquired Company; or (ii) by or against any Seller that relates to the Shares; or (iii) 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 TransactionsTransaction. To the Knowledge of Sellers’ Knowledge, (1) no such Proceeding has been Threatened, and (2) 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each pending or threatened Proceeding listed in Part 3.14(a) 3.15(a). None of the Seller Parties Disclosure Schedule. The pending or threatened Proceedings listed in Part 3.14(a) of 3.15(a), individually or in the Seller Parties Disclosure Schedule aggregate, will or could not reasonably be expected to have a Material Adverse Effect.result in an adverse consequence to any Acquired Company or in any Acquired Company incurring Losses of (b) There Except as set forth in Part 3.15(b): (i) 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.; and (cii) No officer, director, agent, or employee of the Acquired Company no 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 relates to the business of the of, or any assets owned or used by, any Acquired Company. (dc) The Except as set forth in Part 3.15(c): (i) each Acquired Company is, and has at all times has been, 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.; (eii) No no event has occurred or circumstance exists that may could constitute or result in (with or without notice or lapse of time) a violation of of, or failure to comply with any term or requirement of with, any Order to which the which (A) any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject., or (B) any Seller is subject that relates to the business of, or any assets owned or used by, any Acquired Company; and (fiii) The no Acquired Company has not receivedor Seller has, at any time, 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 (A) any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject, or has been subject(B) any Seller is subject that relates to the business of, or any assets owned or used by, any Acquired Company.

Legal Proceedings; Orders. (a) There is no pending Proceeding: (i) that has been commenced by or against Seller or the Acquired Company or that otherwise relates to or may affect the business ofof the Company, or any of the assets owned or used by, the Acquired CompanyAssets; 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 Sellers’ Knowledgethe Knowledge of Seller 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. 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 Except as set forth in Part 3.10 of the Disclosure Letter: (i) there is no Order to which the Acquired Seller or Company, or any of the assets owned or used by the Acquired CompanyAssets, is subject.; (cii) No Seller is not subject to any Order that relates to the business of, the Company or any of the Assets; and (iii) to the Knowledge of Seller and the Company, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.10 of the Disclosure Letter: (i) Seller and the Company is, are and at all times has 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 they are subject.; (eii) 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 Acquired Seller or the Company, or any of the assets owned or used by the Acquired CompanyAssets, is subject.; and (fiii) The Acquired neither Seller nor the Company has not have 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 Seller, the Acquired Company, or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Section 3.20(a) of the Company Disclosure Schedule, 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 business ofHIP, or any of the assets owned or used by, the Acquired CompanyLLC; 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 Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available The Company has delivered to Purchaser in the Data Room Parent copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(aSection 3.20(a) of the Seller Parties Company Disclosure Schedule. The Proceedings listed in Part 3.14(aSection 3.20(a) of the Seller Parties Company Disclosure Schedule could will not reasonably be expected to have a Material Adverse EffectEffect on the Company or HIP, LLC. (b) There Except as set forth in Section 3.20(b) of the Company Disclosure Schedule: (i) neither the Company nor HIP, LLC is no subject to any Order that relates to which the Acquired Company, Business of the Company or any of the assets Assets or Properties owned or used by the Acquired Company or HIP, LLC; and (ii) to the Knowledge of the Company, is subject. (c) No no officer, director, agent, or employee of the Acquired Company or member, manager, officer, agent or employee of HIP, LLC 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 Business of the Acquired Company. (dc) The Acquired Except as set forth in Section 3.20(c) of the Company isDisclosure Schedule: (i) each of the Company and HIP, and at LLC, as appropriate, is in compliance in all times has been, in full compliance material respects with all of the terms and requirements of each Order to which it, or any of the assets Assets or Properties owned or used by iteither of them, is or has been subject.; and (eii) 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 Acquired CompanyCompany or HIP, LLC, or any of the assets Assets or Properties owned or used by the Acquired CompanyCompany or HIP, LLC, is subject.; and (fiii) The Acquired neither the Company nor HIP, LLC has not received, at any time, received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority 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 Acquired CompanyCompany or HIP, LLC, or any of the assets Assets or Properties owned or used by the Acquired CompanyCompany or HIP, LLC, 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: (i) : that has been commenced by or against the Acquired 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 (ii) or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers and the 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effect. (b) There material adverse effect on the business, operations, assets, condition, or prospects of the Acquired Company. Except as set forth in Part 3.15 of the Disclosure Letter: there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (c) No ; 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 no officer, director, agent, or employee of the 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 Acquired Company. (d) The . Except as set forth in Part 3.15 of the Disclosure Letter: the Acquired Company is, and at all times since Decenber 111, 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. (e) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The ; and the Acquired Company has not received, at any timetime since December 11, any 2000any 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is are no pending Legal Proceedings (including, to the best knowledge of Seller, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: , except as set forth in Part 4.20(a) of the Disclosure Schedule (which Part 4.20(a) indicates whether or not such Legal Proceedings are Purchased Assets or Purchased Liabilities): (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the business of, involves Seller or any of the assets owned or used byby Seller, the Acquired Companyincluding, without limitation, any Proprietary Asset of Seller; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, with any of the Contemplated Transactionstransactions contemplated by this Agreement or the Merger Agreement. To Sellers’ Knowledgethe best knowledge of Seller, (1) no such Proceeding has been Threatened, and (2) 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 such Legal Proceeding. Seller Parties have made available to Purchaser in To the Data Room copies best knowledge of all pleadingsSeller, correspondenceno event has occurred, and no claim, dispute or 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 condition or circumstance exists, that will, or that could not reasonably be expected to, cause or provide a basis for a director, officer or other Representative of Seller to have seek indemnification from, or commence a Material Adverse EffectLegal Proceeding against or involving Seller. (b) There is no Order order, writ, injunction, judgment or decree to which the Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanySeller, is subject. (c) No officer. To the best knowledge of Seller, director, agent, no officer or other employee of the Acquired Company Seller is subject to any Order order, writ, injunction, judgment or decree that prohibits such officer, director, agent, officer or other employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Acquired CompanySeller. (d) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired 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: (i) that has been commenced by or against the Acquired 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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which any of the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) to the Knowledge of Seller and the Company, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since January 1, 2005, has been, been in full substantial 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.; (eii) 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 substantially comply with any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 2005, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.15, to the Knowledge of Seller there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may materially affect the business of, or any of the assets owned or used by, the Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise materially interfering with, any of the Contemplated TransactionsTransactions of Seller. To Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of Schedule 3.15. To Seller's Knowledge, the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) Schedule 3.15 will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectCompany. (b) There Except as set forth in Schedule 3.15, to the Knowledge of Seller: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) to the Knowledge of Seller and the Company, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Schedule 3.15, to the Knowledge of Seller: (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.; (eii) No 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, received at any time, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Exhibit 4.14, there is no pending or, to the knowledge of the Shareholder or Company, Threatened Proceeding: (i) that has been commenced by or against the Acquired 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 (ii) that arises from an alleged breach by the Company or Shareholder of any Contract; (iii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available The Company has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) Exhibit 4.14. If decisions adverse to the Company are rendered in all of the Seller Parties Disclosure Schedule. The Proceedings, the Proceedings listed in Part 3.14(a) Exhibit 4.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectCompany. (b) There Except as set forth in Exhibit 4.14: (i) there is no Order to which the Acquired Company, or any of the assets or Stores owned or used by the Acquired Company, is subject.; and (cii) No to the Knowledge of the Company or the Shareholder, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Exhibit 4.14: (i) the Company is, and at all times times, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets or Stores owned or used by it, is or has been subject.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired neither the Shareholder nor the Company has not received, at any time, received any notice or other written 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is Except as set forth in Section 3.10(a) of the Disclosure Schedule, there are no Proceedings pending Proceeding: (i) that has been commenced by or against the Acquired Company or any of its Subsidiaries or that otherwise relates relate to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or Company or any of its Subsidiaries, or (ii) by or against the Company or any of its Subsidiaries that challengeschallenge, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any the transactions contemplated hereby. To the Knowledge of the Contemplated Transactions. To Sellers’ KnowledgeCompany, (1A) no such Proceeding has been Threatenedthreatened, and (2B) 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 Except as set forth in the Data Room copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(aSection 3.10(a) of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) , since January 1, 2012, there have not been any Orders rendered against, or any settlements effected by, the Company or any Subsidiary of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectCompany in connection with any Proceedings brought by or against the Company or any of its Subsidiaries. (b) There is are no Order Orders outstanding: (i) against the Company or any of its Subsidiaries or that otherwise relate to which or may affect the Acquired Companybusiness of, or any of the assets owned or used by by, the Acquired Company, is subject. (c) No officer, director, agent, or employee of the 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 Acquired Company. (d) The Acquired 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 its Subsidiaries; or (ii) against the assets owned Company or used by itany of its Subsidiaries that challenge, is or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated hereby. To the Knowledge of the Company, (A) no such Order has been subject. threatened, and (eB) No no event has occurred or circumstance exists that may constitute give rise to or result in (with or without notice or lapse of time) serve as a violation of or failure to comply with any term or requirement basis for the commencement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subjectsuch Order. (f) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired 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: (i) 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 (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 Sellers’ 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 Sellers have made available to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which any of the Acquired CompanyCompanies, or any of the assets owned or used by the any Acquired Company, is subject.; and (cii) No to the Knowledge of Sellers, 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. (dc) The Except as set forth in Part 3.15 of the Disclosure Letter: (i) each Acquired Company is, and at all times since December 31, 1990 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.; (eii) 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 any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject.; and (fiii) The no Acquired Company has not received, at any timetime since December 31, 1990, 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 Except as otherwise Disclosed to Buyer, 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledge, (1) no No such Proceeding has been ThreatenedThreatened or contemplated, and (2) no event has occurred or circumstance exists that Seller believes, or should reasonably believe may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties have made available has Disclosed to Purchaser in the Data Room copies Buyer a summary description of each pending Proceeding, along with all pleadings, correspondencecourt filings, court judgments and other documents relevant correspondence relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedulethereto. The Such Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could will not reasonably be expected to have a Material Adverse Effect. (b) There Except as otherwise Disclosed to Buyer: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No officerSeller is not subject to any Order that relates to the Business or any of the assets owned or used by the Company; and (iii) no officer or director, directoror, to the Knowledge of the Company, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as otherwise Disclosed to Buyer: (i) the Company is, and at all times since January 1, 2009, 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired neither the Company nor any of its Subsidiaries has not received, at any timetime since January 1, 2009, any written notice or other written communication (whether oral or written) from any Governmental Body Government Entity 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.14 of the Disclosure Schedule, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company Xxxx or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyXxxx; 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 by this Agreement. To Sellers’ Knowledgethe Knowledge of Seller and Xxxx, (1A) no such Proceeding has been Threatened, and (2B) 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 and Xxxx have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.14 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 Except as set forth in Part 3.14 of the Disclosure Schedule: (i) there is no Order to which the Acquired CompanyXxxx, or any of the assets owned or used by the Acquired CompanyXxxx, is subject.; (cii) No neither Xxxx nor Seller is subject to any Order that relates to the Shares or business of, or any of the assets owned or used by, Xxxx; and (iii) to the Knowledge of Seller and Xxxx, no officer, director, agent, or employee of the Acquired Company Xxxx 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 Acquired CompanyXxxx. (dc) The Acquired Company Except as set forth in Part 3.14 of the Disclosure Schedule: (i) Xxxx is, and at all times since May 1, 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.; (eii) 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 Acquired CompanySeller, Xxxx, or any of the assets owned or used by the Acquired CompanyXxxx, is subject.; and (fiii) The Acquired Company Xxxx has not received, at any timetime since May 1, 2003, 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 Acquired CompanyXxxx, or any of the assets owned or used by the Acquired CompanyXxxx, 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: (i) that has been commenced by or against the Acquired 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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers 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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No Sellers 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) no officer, directormanager, member, agent, or employee of the Acquired Company is subject to any Order that prohibits such officer, directormanager, member, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since January 1, 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 2004, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) 3.20.1 There is no pending Proceeding: Proceeding (i) that has been commenced by or against the Acquired Company any Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Companyany Subsidiary; 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 herein. To the Knowledge of the Sellers’ Knowledge, (1i) no such Proceeding has been Threatenedthreatened, and (2ii) 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 Sellers 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) Section 3.20 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, if any. (b) 3.20.2 There is no Order Order, other than Orders of general applicability, to which the Acquired Companyany Subsidiary, or any of the assets owned or used by the Acquired Companyany Subsidiary, is subject. (c) No officer, director, agent, or employee of the Acquired Company and neither Seller is subject to any Order Order, other than Orders of general applicability, that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating relates to the business of, or any of the Acquired Companyassets owned or used by, any Subsidiary. 3.20.3 With respect to each Subsidiary: (di) The Acquired Company is, and at all times has beenit is in full 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. ; (eii) 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 comply, in any material respect, with any term or requirement of any Order to which the Acquired Companyit, or any of the assets owned or used by the Acquired Companyit, is subject. ; and (fiii) The Acquired Company it has not received, at any timetime since January 1, 2000, 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 Acquired Companyany Subsidiary, or any of the assets owned or used by the Acquired CompanySubsidiary, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in the Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may materially affect the business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of Sellers and the Company, (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. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) the Disclosure Letter. To the Knowledge of Sellers, the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) the Disclosure Letter will not, except as disclosed in the Disclosure Letter, have a material adverse effect on the business, operations, assets or condition of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectCompany. (b) There Except as set forth in the Disclosure Letter: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iii) no officer, director, or to the Knowledge of Sellers, any agent, or critical employee of the Acquired Company is subject to any Order that prohibits such officer, director, agent, or critical employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Acquired Company. (dc) The Acquired Except as set forth in the Disclosure Letter: (i) the Company is, and at all times has been, in full substantial 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.; (eii) 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 material term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any time, any written notice or or, to the Knowledge of Sellers, 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 material term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Exhibit 3.18(a), there is no pending or, to Seller's or Shareholder's knowledge, threatened Proceeding: : (i) that has been commenced by or against the Acquired Company Seller or that otherwise directly relates to or may affect affects the business of, or any of the assets owned or used by, the Acquired CompanySeller; or 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 Sellers’ Knowledgethe knowledge of Seller or Shareholder, (1) no such Proceeding has been Threatened, and (2) 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, correspondence and other documents relating to each Proceeding listed in Part 3.14(aExhibit 3.18(a). There are no Proceedings listed or required to be listed in Exhibit 3.18(a) that could have a material adverse effect on the business, operations, assets, condition or prospects of the business of Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) of or upon the Seller Parties Disclosure Schedule could not reasonably be expected to have Assets, taken as a Material Adverse Effectwhole. (b) There Except as set forth in Exhibit 3.18(b): (i) there is no Order to which the Acquired CompanySeller, its business or any of the assets owned or used by the Acquired Company, Assets is subject. ; and (cii) No to the knowledge of Seller or Shareholder, no officer, director, agent, agent or employee of the Acquired Company Seller 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 Acquired CompanySeller. (dc) The Acquired Company is, and at Except as set forth in Exhibit 3.18(c): (i) Seller is in compliance in all times has 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. ; (eii) No 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 Acquired Company, Seller or any of the assets owned or used by the Acquired Company, Assets is subject. ; and (fiii) The Acquired Company Seller has not received, received at any time, time any 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 Acquired Company, Seller or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Section 2.10(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding: , and no Person has, to the knowledge of Company, threatened in writing to commence any Legal Proceeding: (i) that has been commenced by or against involves any of the Acquired Company or that otherwise relates to or may affect Companies, any business of any of the business of, Acquired Companies or any of the assets owned owned, leased or used by, by any of the Acquired CompanyCompanies or any present or former officer, director or employee of the Acquired Companies in such individual’s capacity as such; or (ii) 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 or (iii) that involves any product of the Acquired Companies. Except as set forth in Section 2.10(a) of the Company Disclosure Schedule, no Legal Proceeding has had or, if adversely determined, would reasonably be expected to have or result in a Company Material Adverse Effect. To Sellers’ Knowledgethe knowledge of Company, (1) no such Proceeding has been Threatened, and (2) 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 such Proceeding. Seller Parties have made available to Purchaser Legal Proceeding of the type described in the Data Room copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(aclause (i) or clause (ii) of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) first sentence of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse Effectthis Section 2.10(a). (b) There is no Order to which any of the Acquired CompanyCompanies, or any of the assets owned or used by any of the Acquired CompanyCompanies (including, without limitation, any product of the Acquired Companies), is subject. (c) No officer. To the knowledge of Company, director, agent, no officer or other key employee of any of the Acquired Company Companies is subject to any Order that prohibits such officer, director, agent, officer or other employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Acquired Company. (d) The Acquired 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 subjectAcquired Companies. (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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.8(a), there is no pending or, to Seller’s Knowledge, threatened Proceeding: (i) that has been commenced by or against the Acquired Company or Seller that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired CompanyAssets; 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 Sellers’ Knowledgethe Knowledge of Seller, (1) no such Proceeding has been Threatened, and (2) 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, correspondence and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule3.8(a). The There are no Proceedings listed or required to be listed in Part 3.14(a3.8(a) of the Seller Parties Disclosure Schedule that could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition or prospects of Seller or upon the Assets. (b) There Except as set forth in Part 3.8(b): (i) there is no Order to which the Acquired Company, or Seller is subject with respect to any of the assets owned or used by the Acquired Company, is subject.Assets; and (cii) No to the Knowledge of Seller, no officer, director, agent, agent or employee of the Acquired Company Seller 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 use of the Acquired CompanyAssets. (dc) The Acquired Company Except as set forth in Part 3.8(c): (i) Seller is, and and, at all times has been, 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, Assets is or has been subject.; (eii) No To the Knowledge of Seller, 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 Acquired Company, Seller or any of the assets owned or used by the Acquired Company, Assets is subject.; and (fiii) The Acquired Company Seller has not receivedreceived any written notice or, at any timeto the Knowledge of Seller, any 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 Acquired Company, Seller or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.15 of the Shareholders' Disclosure Letter, there is no pending ProceedingProceeding commenced by or against the Company: (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may that will, or is reasonably likely to, adversely affect the business of, or any of the assets owned or used by, the Acquired Company; or (ii) that challenges, or that may will, or is reasonably likely to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Shareholders, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may will, or is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties Shareholders have delivered or made available to Purchaser in the Data Room Parent copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Shareholders' 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 EffectLetter. (b) There Except as set forth in Part 3.15 of the Shareholders' Disclosure Letter and to Shareholders' Knowledge: (i) there is no Order to which the Acquired Company, Company or any of the assets owned or used by the Acquired Company, is subject.; (cii) No the Shareholders 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) no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Shareholders' Disclosure Letter: (i) the Company is, and at all times since December 31, 1995, has been, in full substantial 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.; (eii) No no event has occurred or circumstance exists that may will, or to the Shareholders' Knowledge is reasonably likely to, constitute or result in (with or without notice or lapse of time) a violation of or failure to substantially comply with any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since December 31, 1995, 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 substantially comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.15, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or any Seller or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or (ii) that That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Sellers and the Acquired Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance circumstances exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule. Schedule 3.15; The Proceedings listed in Part 3.14(a) Schedule 3.15 will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectAcquired Company. (b) There Except as set forth in Schedule 3.15: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) to the Knowledge of Sellers and the Acquired Company, no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Except as set forth in Schedule 3.15: (i) the Acquired 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The the Acquired Company has not received, received at any time, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Other than the Investigations, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or that to the Knowledge of HCI otherwise relates to or may affect the business of, or any of the assets owned or used by, by the Acquired Company; or (ii) that challenges, or that to the Knowledge of HCI may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of HCI, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may reasonably give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties have made available The Company has delivered to Purchaser in the Data Room Parent copies of all pleadings, correspondence, and other documents relating to each such Proceeding. Any such 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 will not reasonably be expected to have a Material Adverse EffectEffect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth herein: (i) there is no Order to which the Acquired Company, or any of the assets owned or used the Company, is subject; (ii) the Company is not subject to any Order that relates to the business of, or any of the assets owned or used by the Acquired Company, is subject.; and (ciii) No no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth herein: (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., except where such non-compliance does not have a Material Adverse Effect upon the Company; (eii) No to the Knowledge of HCI, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any time, received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.13, there is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or the Stockholder that otherwise relates is related to the Company or may affect the business of, its businesses or any of the assets owned or used by, the Acquired Companyassets; 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 Sellers’ Knowledgethe knowledge of the Company, (A) since January 1) , 2000, no such Proceeding has been Threatenedthreatened, and (2B) 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 The Company has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure ScheduleSchedule 3.13. The Proceedings listed in Part 3.14(a) of Schedule 3.13 will not, individually or in the Seller Parties Disclosure Schedule could not reasonably be expected to aggregate, have a Material Adverse EffectEffect on the Business or the Purchased Assets. (b) There Except as set forth in Schedule 3.13, there is no Order Order: (i) to which the Acquired Company, Company or any of the assets owned or used by the Acquired Company, is subject.; (cii) No to which Stockholder is subject that relates to the Company, its operations or assets; or (iii) to the knowledge of the Company, to which any officer, director, agent, agent or employee of the Acquired Company involved in the Business is subject to any Order that prohibits such officer, director, agent, agent or employee or the Company from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Acquired CompanyBusiness or otherwise. (dc) The Acquired Company is, and at all times since January 1, 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 Purchased Assets are or used by it, is or has have been subject. (e) . No event has occurred or and no circumstance exists that may constitute or result in (with or without notice or lapse of timetime or both) a violation of or failure to comply in any material respect, with any term or requirement of any Order to which the Acquired Company, Company or any of the assets owned or used by the Acquired Company, Purchased Assets is subject. (f) . The Acquired Company has not received, at any timetime since January 1, 2000, 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 in any material respect with, any term or requirement of any Order to which the Acquired Company, Company or any of the assets owned or used by the Acquired Company, 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: (i) that has been commenced by or against the Acquired 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 (ii) that That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. . (b) To Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available Company has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (bc) There Except as set forth in Part 3.15 of the Disclosure Letter: (i) there is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No to the Knowledge of Company, no Shareholder is 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 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 Acquired Company. (d) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since December 31, 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired Company has not received, at any timetime since December 31, 1999, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding: (i) that has been commenced by or against Parent or the Acquired Company or or, to the Knowledge of Majority Owners, that otherwise relates to or may affect the business of, or any of the assets owned or used by, Parent or the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of Majority Owners, (1) Parent and the Company, 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 Parent, the Acquired Company, or any of the assets owned or used by Parent or the Acquired Company, is subject. (c) Majority Owners are not subject to any Order that relates to the business of, or any of the assets owned or used by, Parent or the Company. (d) No officer, director, agent, or employee of Parent or the 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 Parent or the Acquired Company. (de) The Acquired Each of Parent and the Company is, and at all times since January 1, 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. (ef) 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 Parent or the Acquired Company, or any of the assets owned or used by Parent or the Acquired Company, is subject. (fg) The Acquired Except as set forth in Section 3.15(g) of the Disclosure Schedule, neither Parent nor the Company has not received, at any timetime since January 1, 2005, 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 Parent, the Acquired Company, or any of the assets owned or used by Parent or the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.18(a), there is no pending or, to the Knowledge of Seller, threatened Proceeding: (i) that has been commenced by or against the Acquired Company Seller or Unique Fabrications or that otherwise relates to or may affect the business Business of, or any of the assets owned or used by, the Acquired CompanySeller or Unique Fabrications; or (ii) against Seller or Unique Fabrications that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of Seller, (1) no such Proceeding has been Threatened, and (2) 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. Seller Parties have made available has delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, correspondence and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule3.18(a). The There are no Proceedings listed or required to be listed in Part 3.14(a3.18(a) of the Seller Parties Disclosure Schedule that could not reasonably be expected to have a Material Adverse EffectAffect on the Business, operations, assets, condition or prospects of Seller, Unique Fabrications, or upon the Assets. (b) There Except as set forth in Part 3.18(b): (i) there is no Order to which Seller, Unique Fabrications, the Acquired Company, Business or any of the assets owned or used by the Acquired Company, Assets is subject.; and (cii) No to the Knowledge of Seller, no officer, director, agent, agent or employee of the Acquired Company Seller or Unique Fabrications 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 Acquired CompanyBusiness. (dc) The Acquired Company isExcept as set forth in Part 3.18(c): (i) Seller and Unique Fabrications are, and and, at all times has beensince December 31, 1999, have been in full compliance with all of the terms and requirements of each Order to which itthey, the Business, or any of the assets owned or used by it, Assets is or has been subject.subject except where the failure to be in such compliance would not have a Material Adverse Effect; (eii) No 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 Seller, Unique Fabrications, the Acquired CompanyBusiness, or any of the assets owned or used by the Acquired Company, Assets is subject.; and (fiii) The Acquired Company has Seller and Unique Fabrications have not received, at any timetime since December 31, 1999, any written 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 Seller, Unique Fabrications, the Acquired CompanyBusiness, or any of the assets owned or used by the Acquired Company, Assets is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 4.13(a) of the Disclosure Letter, there is no pending Proceeding: : (i) that has been commenced by or against the Acquired Company Seller or that otherwise relates to or may affect the Assets or the business of, of Seller; or any of the assets owned or used by, the Acquired 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 Transactionstransactions contemplated hereby. To Sellers’ Knowledgethe knowledge of Seller, (1) no such Proceeding has been Threatened, 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(a4.13(a) of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition or prospects of Seller. (b) There Except as set forth in Part 4.13(b) of the Disclosure Letter: (i) there is no Order to which the Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanyAssets, is subject. subject and (cii) No no partner, officer, director, agent, agent or employee of the Acquired Company Seller is subject to any Order that prohibits such partner, officer, director, agent, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Acquired CompanySeller. (dc) The Acquired Company Except as set forth in Part 4.13(c) of the Disclosure Letter: (i) Seller is, and at all times since October 1, 1997, 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. ; (eii) 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanyAssets, is subject. ; and (fiii) The Acquired Company Seller has not received, at any timetime since October 1, 1997, any 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 Acquired CompanySeller, or any of the assets owned or used by the Acquired CompanyAssets, 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: Proceeding (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, any the Acquired 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 Sellers’ Knowledge, (1) no 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 Sellers have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.15 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.15 of the Disclosure Letter (i) there is no Order to which any of the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject; and (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. (c) No officer, director, agent, or employee Except as set forth in Part 3.15 of the 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 Disclosure Letter (i) the business of the Acquired Company. (d) The Acquired 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. ; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. ; and (fiii) The Acquired 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding: , and to the knowledge of the Company and each of the Selling Stockholders, no Person has threatened to commence any Legal Proceeding: (i) that has been commenced by or against involves any of the Acquired Company or that otherwise relates to or may affect the business of, Corporations or any of the assets owned or used by, by any of the Acquired CompanyCorporations or any Person whose liability any of the Acquired Corporations has or may have retained or assumed, either contractually or by operation of law; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the Contemplated Transactionstransactions contemplated by this Agreement. To Sellers’ Knowledgethe knowledge of the Company and each of the Selling Stockholders, (1) no such Proceeding has been Threatenedexcept as set forth in Part 2.19 of the Disclosure Schedule, and (2) 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 such Legal 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) Except as set forth in Part 2.19 of the Disclosure Schedule, no Legal Proceeding has been commenced by or has been pending against any of the Acquired Corporations since January 1, 1995. (c) There is no Order order, writ, injunction, judgment or decree to which any of the Acquired CompanyCorporations, or any of the assets owned or used by any of the Acquired CompanyCorporations, is subject. (c) No officer, director, agent, or employee and none of the Acquired Company Selling Stockholders is subject to any Order order, writ, injunction, judgment or decree that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating relates to the business of the Acquired Company. (d) The Acquired 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 Acquired Corporations or to any 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 Acquired Company, or any of the assets owned or used by Acquired Corporations. To the Acquired Companyknowledge of the Company and each of the Selling Stockholders, is subject. (f) The Acquired Company has not received, at any time, any notice no officer 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 employee of any Order to which the Acquired Company, or any of the assets owned Acquired Corporations is subject to any order, writ, injunction, judgment or used by the Acquired Company, is or has been subject.decree that prohibits such

Legal Proceedings; Orders. (a) There Except as set forth on Schedule 4.16(a), 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 business of, Business of or any of the assets Assets or Properties owned or used by, by the Acquired Company; or (ii) that challenges, challenges or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, with any of the Contemplated Transactions. To Sellers’ the Company’s 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 The Company has delivered to Purchaser in the Data Room Parent copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Scheduleon Schedule 4.16(a). The Proceedings listed in Part 3.14(aon Schedule 4.16(a) will not have a material adverse effect on the Business, operations, assets, condition, or prospects of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse EffectCompany. (b) There Except as set forth on Schedule 4.16(b): (i) the Company is no not subject to any Order that relates to which the Acquired Company, Business of or any of the assets owned or used by the Acquired Company, is subject.; and (cii) No no officer, director, agent, manager, or employee of the Acquired Company is subject to any Order that prohibits such officer, director, agent, manager, or employee from engaging in or continuing any conduct, activity, or practice relating to the business Business of the Acquired Company. (dc) The Acquired Except as set forth on Schedule 4.16(c): (i) the Company is, is and at all times has been, been in full compliance with all of the terms and requirements of each Order to which it, the Business, or any of the assets Assets or Properties owned or used by it, it is or has been subject.; (eii) No no event has occurred or nor circumstance exists that may constitute or result in (with or without notice or lapse of time) time may constitute or result in a violation of or failure to comply with any term or requirement of any Order to which the Acquired Company, the Business, or any of the assets Assets or Properties owned or used by the Acquired Company, Company is subject.; and (fiii) The Acquired the Company has not received, at received any time, any written or oral notice or other communication (whether oral or written) from any Governmental Body Authority or any other Person regarding any actual, alleged, possible, or potential violation of, of or failure to comply with, with any term or requirement of any Order to which the Acquired Company, the Business, or any of the assets Assets or Properties owned or used by the Acquired Company, Company is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.13 of the Disclosure Letter, 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of 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. Seller Parties have made available delivered to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) 3.13 of the Seller Parties Disclosure ScheduleLetter. The Proceedings listed in Part 3.14(a) 3.13 of the Seller Parties Disclosure Schedule could Letter will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, condition, or prospects of the Company. (b) There Except as set forth in Part 3.13 of the Disclosure Letter: (i) there is no Order to which any of the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; (cii) No 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 (iii) no officer, director, agent, or employee of the 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 Acquired Company. (dc) The Acquired Except as set forth in Part 3.15 of the Disclosure Letter: (i) the Company is, and at all times since January 1, 2002 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.; (eii) 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is subject.; and (fiii) The Acquired the Company has not received, at any timetime since January 1, 2002, 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 Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There is no pending Proceeding: (i) 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 (ii) or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of each Seller and 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. 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 any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. (c) No . Neither the Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company. To the Knowledge of each Seller and 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. (dc) The Each Acquired 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 any Acquired Company, or any of the assets owned or used by the any Acquired Company, is subject. (f) The . None of the Acquired Company Companies 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 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 Except as set forth in Part 4.14(a) of the Disclosure Schedule, 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 business of, or any of the assets owned or used by, the Acquired Company; 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 Sellers’ Knowledgethe Knowledge of Sellers and the Acquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that Sellers believe 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) 4.14 of the Seller Parties Disclosure Schedule could will not reasonably be expected to have a Material Adverse Effect. (b) There Except as set forth in Part 4.14(b) of the Disclosure Schedule: (i) there is no Order to which any of the Acquired Companies, or any of the assets owned or, to the Knowledge of Sellers and the Acquired Companies, used by any Acquired Company, is subject; (ii) Sellers are not subject to any Order that relates to the business of, or any of the assets owned or used by by, any Acquired Company; and (iii) to the Knowledge of Sellers and the Acquired CompanyCompanies, is subject. (c) No 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 present conduct, activity, or practice relating in respect to the business of the any Acquired Company. (dc) The Except as set forth in Part 4.14 of the Disclosure Schedule: (i) each Acquired Company is, and at all times since May 17, 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 or, to the Knowledge of Sellers and the Acquired Companies, used by it, is or has been subject.; (eii) 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 any Acquired Company, or any of the assets owned or or, to the Knowledge of Sellers and the Acquired Companies, used by the any Acquired Company, is subject.; and (fiii) The no Acquired Company has not received, at any timetime since May 17, 2004, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, actual or 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 or, to the Knowledge of Sellers and the Acquired Companies, used by the any Acquired Company, is or has been subject.

Legal Proceedings; Orders. To the Knowledge of the Acquired Companies (a) There except as set forth in Schedule 3.15, there is no pending Proceeding: (i) that has been commenced by or against the either Acquired Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the either Acquired Company; 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 Sellers’ 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 ; Sellers have delivered or made available to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of Schedule 3.15; the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could 3.15 will not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets or condition of either Acquired Company. (b) There except as set forth in Schedule 3.15: (i) there is no Order to which any of the Acquired CompanyCompanies, or any of the assets owned or used by the either Acquired Company, is subject.; (cii) No no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, either Acquired Company; and (iii) no officer, director, agent, or employee of the either 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 either Acquired Company. (dc) The except as set forth in Schedule 3.15: (i) each Acquired Company is, and at all times has been, in full substantial 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.; (eii) No 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 substantially with any material term or requirement of any material Order to which the either Acquired Company, or any of the assets owned or used by the either Acquired Company, is subject.; and (fiii) The no Acquired Company has not received, 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 either Acquired Company, or any of the assets owned or used by the either Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 3.1.14, there is no pending --------------- Proceeding: (i) 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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledgethe Knowledge of the Sellers and the Acquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise . Sellers have delivered to or serve as a basis for the commencement of any such Proceeding. Seller Parties have made available to Purchaser in the Data Room Buyer copies of all pleadings, correspondence, and other documents documents, if any, relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure ScheduleSchedule 3.1.14. 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 Except as set forth in Schedule 3.1.14: --------------- (i) 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.; (cii) No none of the Sellers is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iii) to the Knowledge of Sellers and the Acquired Companies, 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 CompanyCompany as it is presently being conducted. (dc) The Except as set forth in Schedule 3.1.14: --------------- (i) each Acquired Company is, and at all times since December 31, 1993 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.; (eii) No no event has occurred or circumstance exists that may shall constitute or is reasonably likely to 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.; and (fiii) The no Acquired Company has not received, at any timetime since December 31, 1993, 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.