Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (including, to the best knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding (includingsuit, action or legal proceedings pending, and to the best knowledge of the Company, any investigation), and no Person person has overtly threatened to commence any Legal Proceedingsuit, action or proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned its subsidiaries or used by any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Acquired Corporations, including, without limitation, Company or any Acquired Company Proprietary Assetof its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions")); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could legal proceeding which would reasonably be expected to, cause or provide to have a basis for a director, officer or other Representative of any of Material Adverse Effect on the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Company or any of its subsidiaries is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany or any of its subsidiaries. (c) Section 3.07 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of (i) all judgments, decrees, injunctions, rules and orders of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries and (ii) a complete and accurate list of each settlement or similar agreement in respect of any pending or threatened suit, action, proceeding, judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator which the Company or any of its subsidiaries has entered into or become bound by since July 1, 2000 and with respect to which the Company has a continuing obligation.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding Proceeding, and (including, to the best knowledge Knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations and that, if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other key employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.19(a)(i) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, except as set forth in Part 2.19(a)(ii) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or exists that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no No claim, dispute or other condition or circumstance existsLegal Proceeding disclosed in Part 2.19 of the Disclosure Schedule would, that willif determined adversely to the Acquired Corporation party thereto, or that could reasonably be expected to, cause to have or provide result in a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsMaterial Adverse Effect. (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject. None of the Key Stockholders is subject to any Order that relates to the business of any Acquired Corporation or to any of the material assets owned or used by any Acquired Corporation. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure ScheduleParent SEC Documents, there is no pending Legal Proceeding Proceeding, and (including, to the best of the knowledge of the Company, any investigation), and Parent) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Parent Companies or any of the assets owned or used by any of the Acquired CorporationsParent Companies and (A) in which any injunctive or other equitable relief is being sought against any of the Parent Companies or is being threatened to be sought against any of the Parent Companies, includingor (B) that, without limitationif determined adversely, could reasonably be expected to result in the payment by any Acquired Company Proprietary Assetof the Parent Companies of an amount in excess of $250,000 in any individual case (or $500,000 in the aggregate together with other such applicable Legal Proceedings or threatened Legal Proceedings); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of Parent, as of the Companydate of this Agreement, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a the basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsParent Companies, or any of the assets owned or used by any of the Acquired CorporationsParent Companies, is subject. To the best of the knowledge of the CompanyParent, no officer or other key employee of any of the Acquired Corporations Parent Companies is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsParent Companies.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.19(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best of the knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Corporations, any Company Associate (in his or her capacity as such) or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best The Legal Proceedings identified in Part 2.19(a) of the knowledge of the CompanyDisclosure Schedule have not had and, no event has occurredif decided adversely to any Acquired Corporation, and no claim, dispute or other condition or circumstance exists, that will, or that could not reasonably be expected to, cause to have or provide result in a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany Material Adverse Effect. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) on Section 3.22 of the Company Seller Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and to the best knowledge Knowledge of the CompanyCompany and Seller, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: Proceeding (i) against the Company or Seller, (ii) in connection with the Company’s services for Customers for its Suppliers, (iii) that involves any of the Acquired Corporations Company or any of the assets owned owned, used or used controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of the Acquired Corporationslaw, including, without limitation, any Acquired Company Proprietary Asset; or (iiiv) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger transactions contemplated by this Agreement or any of the Seller Related Agreements, or (v) that relates to any wrongful discharge, retaliation, libel, slander or other transactions contemplated by this Agreement. To the best claim, complaint, charge or investigation that arises out of the knowledge employment relationship between the Company and any of its employees. Except as set forth on Section 3.22 of the Seller Disclosure Schedule, and except as would not be material to the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no order, writ, injunction, ruling, verdict, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best Knowledge of the knowledge of the CompanyCompany and Seller, no officer or other employee of any of the Acquired Corporations Employee is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee Employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) As of the Company Disclosure Scheduledate of this Agreement, there is no pending Legal Proceeding (includingor, to the best knowledge of the Company, investigation or inquiry by any investigationGovernmental Body), and and, to the knowledge of the Company, no Person has overtly threatened to commence any Legal Proceeding: Proceeding that (i) that involves would be material to the Acquired Companies taken as a whole; or (ii) causes or requires (or purports to cause or require) Parent or any of its Affiliates (other than any of the Acquired Corporations Companies) to (A) grant to any third party any license, covenant not to xxx, release, immunity or other right with respect to or under any of the Intellectual Property Rights owned by Parent or any of its Affiliates; or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party. (b) As of the date of this Agreement, no Acquired Company nor any of the assets owned or used by any of the Acquired CorporationsCompanies, includingis subject to any settlement agreement or similar written agreement with any Governmental Body that would prevent or materially delay consummation of the Contemplated Transactions have a Company Material Adverse Effect. (c) Except as would not be material to the Acquired Companies, without limitationtaken as a whole, there are not currently pending, nor have there been since January 1, 2012, any internal investigations conducted by any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering withCompany, the Merger board of directors of the Company (or any of the other transactions contemplated by this Agreement. To the best of committee thereof) or, to the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for any third party at the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative request of any of the Acquired Corporations to seek indemnification fromforegoing concerning any financial, accounting, tax or other misfeasance or malfeasance, conflict of interest, illegal activity, or commence a Legal Proceeding against fraudulent or involving, deceptive conduct involving any of the Acquired CorporationsCompanies or their respective officers or employees. (bd) There As of the date of this Agreement, there is no order, writ, injunction, judgment or decree material Legal Proceeding that any Acquired Company intends to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporationsinitiate.

Legal Proceedings; Orders. (a) Except As of the date hereof, except as set forth in Part 2.20(a) 2.20 of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and no Person has, to the best knowledge of the Company, any investigation), and no Person has overtly threatened in writing to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To As of the best of date hereof, to the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, cause or provide a bona fide basis for a director, director or executive officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, from any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any material to the business of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except As of the date of this Agreement, except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge Knowledge of the Company) since March 31, any investigation), and 2008 no Person has overtly threatened in writing to commence any Legal Proceeding: Proceeding (i) that involves any of the Acquired Corporations or any of the their respective businesses or assets owned or used by any of the directors or employees of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or Corporations in their capacity as such (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by Contemplated Transactions, or, (iii) to the Knowledge of the Company, any of its stockholders or Representatives (in each case insofar as any such matters relate to their activities with the Company or any of its Subsidiaries). As of the date of this Agreement. To , to the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.19 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best of the knowledge of Ibex and the Company, any investigation), and Designated Shareholders) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Ibex or any of the assets owned or used by Ibex or any Person whose liability Ibex has or may have retained or assumed, either contractually or by operation of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetlaw; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of Ibex and the CompanyDesignated Shareholders, except as set forth in Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.19 of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against Ibex. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsIbex, or any of the assets owned or used by Ibex, is subject. None of the Designated Shareholders is subject to any order, writ, injunction, judgment or decree that relates to Ibex's business or to any of the Acquired Corporations, is subjectassets owned or used by Ibex. To the best of the knowledge of Ibex and the CompanyDesignated Shareholders, no officer or other employee of any of the Acquired Corporations Ibex is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsIbex's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.21(a) of the Company Disclosure ScheduleLetter, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge Knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Corporations, any Company Associate (in his or her capacity as such) or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best The Legal Proceedings identified in Part 2.21(a) of the knowledge of the CompanyDisclosure Letter have not had and, no event has occurredif decided adversely to any Acquired Corporation, and no claim, dispute or other condition or circumstance exists, that will, or that could would not reasonably be expected to, cause to have or provide result in a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany Material Adverse Effect. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.19 of the Company Disclosure Schedule, as of the date of this Agreement (x) there is no pending Legal Proceeding Proceeding, and (includingy), to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly since January 1, 2005 threatened to commence any Legal ProceedingProceeding that, in either case: (i) that involves any of the Acquired Corporations Companies or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best Except as set forth in Part 2.19 of the knowledge Disclosure Schedule, to the Knowledge of the Company, Company as of the date of this Agreement there is no event has occurred, and no claim or dispute that would reasonably be expected to give rise to the commencement of any Legal Proceeding with an amount in dispute in excess of $250,000. No claim, dispute or other condition or circumstance existsLegal Proceeding disclosed in Part 2.19 of the Disclosure Schedule would, that willif determined adversely to the Acquired Company party thereto, or that could reasonably be expected to, give rise to have or serve as result in a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsMaterial Adverse Effect. (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject. To the best Knowledge of the knowledge Company, none of the Key Stockholders is subject to any Order that relates to the business of any Acquired Company or to any of the assets owned or used by any Acquired Company. To the Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies as currently conducted or currently proposed to be conducted.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best knowledge of ETI and the CompanyShareholders , any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations ETI or any of the material assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetETI; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best knowledge of ETI and the Shareholders , except as set forth in Part 2.20(a) of the knowledge of the CompanyDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.20(b) of the Disclosure Schedule, no Legal Proceeding has ever been commenced by, and no Legal Proceeding has ever been pending against, ETI. (c) There is no order, writ, injunction, judgment or decree to which ETI, or any of the Acquired Corporationsmaterial assets owned or used by ETI, are subject. Neither the Shareholders nor ETI is subject to any order, writ, injunction, judgment or decree that relates to ETI's business or to any of the assets owned or used by any of the Acquired Corporations, is subjectETI. To the best of the knowledge of ETI and the CompanyShareholders, no officer or other employee of any of the Acquired Corporations ETI is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsETI's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.21(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best of the knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations (A) in which any injunctive or other equitable relief is being sought against any of the Acquired Corporations or is being threatened to be sought against any of the Acquired Corporations, includingor (B) that, without limitationif determined adversely, could reasonably be expected to result in the payment by any of the Acquired Company Proprietary AssetCorporations of an amount in excess of $250,000 in any individual case (or $500,000 in the aggregate together with other such applicable Legal Proceedings or threatened Legal Proceedings); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a the basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other key employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding (includingProceeding, and to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal ProceedingProceeding that: (i) that involves any of the Acquired Corporations Company or any of the assets owned owned, used or used controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of the Acquired Corporationslaw, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements. To the best of the knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) No Legal Proceeding has ever been commenced by or has ever been pending against the Company that has not been fully adjudicated or settled prior to the Agreement Date. The Company has delivered to Parent accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access and that relate to any Legal Proceeding identified in the Company Disclosure Schedule. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no officer or other employee of any of the Acquired Corporations Employee is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee Employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company. To the Knowledge of the Company, there is no proposed order, writ, injunction, judgment or decree that, if issued or otherwise put into effect (i) could have an adverse effect on the Company’s business, condition, assets, Liabilities, operations, financial performance, net income or prospects or on the ability of the Company or any of its stockholders to comply with or perform any covenant or obligation under this Agreement or any of the Acquired CorporationsRelated Agreements; or (ii) could have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger or any of the transactions contemplated under this Agreement.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a3.20(a) of the Company Disclosure Schedule, there is no pending material Legal Proceeding (includingProceeding, and to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Offer or the Mergers or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best Knowledge of the knowledge Company, none of the Legal Proceedings required to be identified in Part 3.20(a) of the Disclosure Schedule has had or, if adversely determined, could reasonably be expected to have or result in a Company Material Adverse Effect. To the Knowledge of the Company, no event or action has occurred, and no claim, assertion, allegation, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best The Company has established reasonable internal controls and procedures regarding appropriate retention of the knowledge of the Company, no event has occurred, documents relevant to pending and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a threatened Legal Proceeding against or involving, Proceedings involving any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingand, to the best of the knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired CorporationsCorporations or any Person whose liability any of the Acquired Corporations has or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement; (iii) that relates to the ownership of any capital stock of any of the Acquired Corporations, or any option or other right to the capital stock of any of the Acquired Corporations, or right to receive consideration as a result of the Merger; or (iv) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets as a result of the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, will or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Except as set forth in Part 2.20(a) of the knowledge of the CompanyDisclosure Schedule, since inception, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding has ever been commenced by or has ever been pending against or involving, any of the Acquired Corporations. (b) . There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any each of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the respective Acquired CorporationsCorporation's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.21(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), and ’s knowledge) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Corporations, any Company Associate (in his or her capacity as such) or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger I or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best Except as set forth in Part 2.21(a) of the knowledge Disclosure Schedule or any demand for appraisal under Section 262 of the DGCL, to the Company’s knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best The Legal Proceedings identified in Part 2.21(a) of the knowledge of the CompanyDisclosure Schedule have not had and, no event has occurredif decided adversely to any Acquired Corporation, and no claim, dispute or other condition or circumstance exists, that will, or that could not reasonably be expected to, cause to have or provide result in a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany Material Adverse Effect. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subjectsubject other than administrative and other orders issued by the Gaming Authorities enabling the Acquired Corporations to own and use their assets and conduct their business. To the best of the knowledge of the Company’s knowledge, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding and (including, to the best knowledge Knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired CorporationsCorporations or any Person whose Liability any of the Acquired Corporations has or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Mergers or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a . (b) No material Legal Proceeding has ever been commenced by or has ever been pending against or involving, any of the Acquired Corporations. (bc) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best Knowledge of the knowledge Company, none of the stockholders of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations. To the Knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.19(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetor any Person whose liability an Acquired Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise 23. interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurredexcept as set forth in Part 2.19(a) of the Disclosure Schedule, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.19(b) of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against any Acquired Company. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. None of the stockholders of any of the Acquired Companies is subject to any order, writ, injunction, judgment or decree that relates to the business of such Acquired Company or to any of the assets owned or used by such Acquired Company. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the such Acquired CorporationsCompany's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.20 of the Company Disclosure ScheduleSchedule accurately lists all Legal Proceedings pending or, there to the Knowledge of the Company, threatened or which the Company expects will ultimately be threatened or commenced. There is no pending Legal Proceeding (includingProceeding, and to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by any of the Acquired CorporationsCompany, including, without limitation, any Acquired Company Proprietary AssetIntellectual Property Right; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations Company to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To No officer or, to the best of the knowledge Knowledge of the Company, no officer or other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any the Company or of the Acquired CorporationsParent and its Subsidiaries.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.8(a) of the Company Disclosure Schedule, : (i) there is are no pending material Legal Proceeding Proceedings; and (including, ii) to the best knowledge Knowledge of the Company, any investigation), and : (A) no Person Governmental Body has overtly threatened to commence any material Legal Proceeding; and (B) no other Person has threatened in writing to commence any material Legal Proceeding: (i1) that involves involves: (A) any of the Acquired Corporations or any of the properties or assets owned or used by of any Acquired Corporation; (B) any securities of any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (iiC) any alleged action or omission on the part of any director or officer of any Acquired Corporation in his or her capacity as such; or (2) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To Contemplated Transactions (the best Legal Proceedings identified in Part 2.8(a) of the knowledge of Company Disclosure Schedule being referred to as the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations“Specified Proceedings”). (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or properties owned, leased or used by any of the Acquired Corporations, is subject, except as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect. To the best of the knowledge Knowledge of the Company, no executive officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such executive officer or other key employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCorporations as it is currently conducted, except as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect. (c) The Company has not, pursuant to or within the meaning of Title 11, U.S. Code, or any similar United States federal or state law for the relief of debtors or any similar non-U.S. law, (i) commenced a voluntary case, (ii) consented to the entry of an order for relief against it in an involuntary case, (iii) consented to the appointment of a receiver, trustee, assignee, liquidator or similar official, (iv) made a general assignment for the benefit of its creditors or (v) admitted in writing that it is generally unable to pay its debts as they become due.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, other than collection matters initiated by any of the Companies in the ordinary course of business for amounts individually less than USD 25,000, and, to the best knowledge of the CompanyShareholders, any investigation), and no Person has overtly threatened to commence any Legal Proceeding, that: (i1) that involves any of the Acquired Corporations Companies or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompanies; or (ii2) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Purchase or any of the other transactions contemplated by this Agreement. To the best Except as set forth in Part 2.20(a) of the knowledge of the CompanyDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. . (b) Except as set forth in Part 2.20(b) of the Disclosure Schedule, since December 31, 1995 no Legal Proceeding has been commenced by, and no Legal Proceeding has been pending against, any of the Companies. (c) To the best of the knowledge of the CompanyShareholders' Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There there is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject. To the best of the knowledge Shareholders' Knowledge, none of the CompanyShareholders is subject to any order, writ, injunction, judgment or decree that relates to the Companies' business or to any of the assets owned or used by any of the Companies. To the best of the Knowledge of the Shareholders, no managing director, officer or other employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business Companies' business. (d) Except as set forth in Part 2.20(d) of the Disclosure Schedule, neither of the Companies is a party to any agreement or arrangement which contravenes the Competition Act ("Mededingingswet") or which is or should have been registered under the aforementioned Act or was or should have been notified to the European Commission under Article 81 of the EC Treaty. (e) Neither of the Companies has received notice, summons or official request of any kind from the European Commission or from the authorities in the Netherlands or in any other country competent in anti-trust matters, with respect to any aspect of the Acquired CorporationsCompanies' activities.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To Without limiting the best generality of the foregoing, no Person has made any claim or commenced any Legal Proceedings (and, to the knowledge of the Company, no event Person has occurred, and no claim, dispute threatened to make any claim or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of commence any Legal Proceeding) involving any of the Acquired Corporations that relates directly or indirectly to seek indemnification fromany malfunction, defect or commence a Legal Proceeding against deficiency in any product, system, program or involvingother item of property in or with which any Acquired Corporation Proprietary Asset is incorporated, any of the Acquired Corporationsused or bundled. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best of the knowledge of the CompanyCompanies, any investigation)the Parent and the Designated Persons, and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Mergers or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the CompanyCompanies, the Parent and the Designated Persons, except as set forth in Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.20(b) of the Disclosure Schedule, no Legal Proceeding is currently pending against the Companies. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by the Companies, are subject. Neither the Designated Persons, the Parent nor the Companies are is subject to any order, writ, injunction, judgment or decree that relates to the Companies' business or to any of the Acquired Corporations, is subjectassets owned or used by the Companies. To the best of the knowledge of the CompanyCompanies, the Parent and the Designated Persons, no officer or other employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies' businesses.

Legal Proceedings; Orders. (a) Except as set forth in on Part 2.20(a2.21(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and to the best knowledge of the Company's Knowledge, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may that, if decided adversely to any Acquired Corporation, would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge of Company's Knowledge, there is no pending Legal Proceeding, and no Person has threatened to commence any Legal Proceeding, that involves any Company Associate (in his or her capacity as such). To the Company's Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best The Legal Proceedings identified in Part 2.21(a) of the knowledge of the CompanyDisclosure Schedule have not had and, no event has occurredif decided adversely to any Acquired Corporation, and no claim, dispute or other condition or circumstance exists, that will, or that could would not reasonably be expected to, cause or provide to have a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany Material Adverse Effect. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company's Knowledge, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding (includingProceeding, and to the best knowledge of the CompanyAcquired Corporations, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned owned, used or used controlled by any of the Acquired CorporationsCorporations or any Person whose liability the Acquired Corporations have or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Agreement or any of the knowledge Related Agreements. Except as set forth in Part 2.19(a) of the CompanyCompany Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) No Legal Proceeding has ever been commenced by or has ever been pending against the Acquired Corporations that has not been fully adjudicated or settled prior to the date of this Agreement. The Acquired Corporation have delivered to Parent accurate and complete copies of all pleadings, correspondence and other written materials to which the Acquired Corporations have access and that relate to any Legal Proceeding identified in the Company Disclosure Schedule. (c) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporationsthem, is subject. To the best of the knowledge of the CompanyAcquired Corporations, no shareholder, officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such shareholder, officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business Acquired Corporations' business. To the knowledge of the Acquired Corporations, there is no proposed Order that, if issued or otherwise put into effect (i) could have an adverse effect on the Company's business, condition, assets, Liabilities, operations, financial performance, net income or prospects or on the ability of any of the Acquired CorporationsCorporations or any of its shareholders to comply with or perform any covenant or obligation under any of the Related Agreements or (ii) could have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger or any of the transactions contemplated under this Agreement. (d) There is no subpoena to which any of the Acquired Corporations is subject other than a subpoena from the United States Department of Defense Office of Inspector General dated April 27, 2001 (the "Criminal Subpoena"). As to the Criminal Subpoena, the Acquired Companies have investigated all contracts, work orders, purchase agreements, invoices and bills referenced in or related to the Criminal Subpoena and have determined that all such invoices and bills are complete and accurate and that the Acquired Companies have complied with the terms of all such contracts, work orders and purchase agreements (and any Legal Requirement relating to such contracts, work orders and purchase agreements). The Acquired Companies have also examined the subject matters identified in the Criminal Subpoena and the documents produced pursuant to the Criminal Subpoena and have determined that neither the Acquired Companies' operations as they relate to the subject matters identified in the Criminal Subpoena nor the documents produced pursuant to the Criminal Subpoena could reasonably be expected to expose the Acquired Companies to the disallowance of any costs submitted by any Acquired Corporation, the recoupment of any payments previously made to any Acquired Corporation, a finding or claim of fraud, defective pricing, mischarging or improper payments on the part of any Acquired Corporation, or the assessment of any penalties (including non-monetary penalties) or damages of any kind against any Acquired Company.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.19 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best actual knowledge of the Company, any investigation), Company and the Shareholders) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetlaw; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the actual knowledge of the CompanyCompany and the Shareholders, except as set forth in Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.19 of the Disclosure Schedule, no Legal Proceeding has been commenced since December 31, 1996 and no Legal Proceeding is pending against the Company. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. None of the Shareholders is subject to any order, writ, injunction, judgment or decree that relates to the Company's business or to any of the assets owned or used by the Company. To the best of the actual knowledge of the CompanyCompany and the Shareholders, no officer or other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.20(a)(i) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations, any Related Party by reason of an act or omission involving any of the Acquired Corporations or by reason of the fact that such Related Party is or was an agent of an Acquired Corporation, or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Acquisition or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, except as set forth in Part 2.20(a)(ii) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or exists that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no If any claim, dispute or other condition Legal Proceeding is disclosed in Part 2.20 of the Disclosure Schedule, no such claim, dispute or circumstance existsLegal Proceeding could, that willif determined adversely to the applicable Acquired Corporation, or that could reasonably be expected to, cause to have or provide result in a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsMaterial Adverse Effect. (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. None of the Selling Shareholders is subject to any Order that relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any Acquired Corporation. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in on Part 2.20(a3.22(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened in writing to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or the Company Subsidiary or any of the assets owned owned, used or used controlled by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetor the Company Subsidiary; or (ii) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements. To the best of the knowledge Knowledge of the Company, except as set forth in Part 3.22(a) of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompany or the Company Subsidiary, or any of the assets owned or used by any of the Acquired CorporationsCompany or the Company Subsidiary, is subject. To the best of the knowledge Knowledge of the Company, there is no officer proposed Order that, if issued or other employee otherwise put into effect (i) would reasonably be expected to have a material adverse effect on the Company’s or the Company Subsidiary’s business, condition, assets, Liabilities, operations, financial performance or net income or on the ability of the Company or the Company Subsidiary to comply with or perform any covenant or obligation under this Agreement or any of the Acquired Corporations is subject Related Agreements or (ii) would reasonably be expected to any orderhave the effect of preventing, writdelaying, injunction, judgment or decree that prohibits such officer making illegal the Merger or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporationsother transactions contemplated by this Agreement or the Related Agreements.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.19(a)(i) of the Company Disclosure Schedule, there is no pending material Legal Proceeding (includingProceeding, and, to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened (in writing or, to the Knowledge of the Company, otherwise) to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the material assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, except as set forth in Part 2.19(a)(ii) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no No claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any Legal Proceeding disclosed in Part 2.19 of the Acquired Corporations to seek indemnification fromDisclosure Schedule could have or result in a Company Material Adverse Effect. (b) Except as set forth in Part 2.19(b) of the Disclosure Schedule, or commence a no Legal Proceeding has ever been commenced by or has ever been pending against or involving, any of the Acquired Corporations. (bc) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing continuing, or that materially limits his or her ability to engage in or continue, any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure ScheduleSchedule 3.15(a), since January 1, 2011 there has not been, and there is no not pending Legal Proceeding (includingor, to the best knowledge Knowledge of the CompanyFounder, threatened, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: : (i) By or against any Acquired Company or that involves any of otherwise relates to or could affect the Acquired Corporations business of, or any of the assets owned or used by any of the Acquired Corporations, including, without limitationby, any Acquired Company Proprietary AssetCompany; or or (ii) By or against any Seller that relates to the HOK Interests; or (iii) That challenges, or that may could have the effect of preventing, delaying, making illegal illegal, imposing limitations or conditions on, or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transaction. To the best Knowledge of the knowledge of the CompanyFounder, no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, that will, or exists that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best The Founder has delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each pending or threatened Proceeding listed in Schedule 3.15(a). None of the knowledge of pending or threatened Proceedings listed in Schedule 3.15(a), individually or in the Companyaggregate, no event has occurred, and no claim, dispute will or other condition or circumstance exists, that will, or that could reasonably be expected to, cause to result in an adverse consequence to any Acquired Company or provide a basis for a director, officer in any Acquired Company incurring Losses of $50,000 or other Representative of more or being subjected to any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsOrder. (b) Except as set forth in Schedule 3.15(b): (i) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations ; and (ii) No Seller is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating relates to the business of, or any assets owned or used by, any Acquired Company. (c) Except as set forth in Schedule 3.15(c): (i) Each Acquired Company has at all times been in compliance with each Order to which it, or any assets owned or used by it, is or has been subject; (ii) No event has occurred or circumstance exists that could constitute or result in (with or without notice or lapse of time) a violation of, or failure to comply with, any of Order to which (A) any Acquired Company, or any assets owned or used by 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 CorporationsCompany; and (iii) No Acquired Company or Seller has, at any time received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, or potential violation of, or failure to comply with, any Order to which (A) any Acquired Company, or any assets owned or used by 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.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.19 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge Knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired CorporationsCorporations or any Person whose liability the Acquired Corporations has or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company, except as set forth in Part 2.19 of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best . (b) Except as set forth in Part 2.19 of the knowledge of the CompanyCompany Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding has ever been commenced by or has ever been pending against or involving, any of the Acquired Corporations. (bc) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is are subject. To the best of the knowledge Knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure ScheduleSchedule or as described with reasonable specificity in the Company SEC Documents, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or exists that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To The Company has furnished to Parent true and correct copies of all non-privileged pleadings, correspondence and other written materials relating to the best Legal Proceedings referred to in Part 2.20(a) of the knowledge Company Disclosure Schedule. Neither the SEC investigation referred to in Part 2.20(a) of the CompanyCompany Disclosure Schedule, no event has occurrednor any of the other Legal Proceedings referred to in Part 2.20(a) of the Company Disclosure Schedule, and no claim, dispute will or other condition or circumstance exists, that will, or that could reasonably be expected toto result in a material liability, cause penalty, payment, judgment or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, restriction affecting any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best of the knowledge of the Company, any investigation), Company and the Shareholders) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the CompanyCompany and the Shareholders, except as set forth in Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.20(b) of the Disclosure Schedule, no Legal Proceeding has ever been commenced by, and no Legal Proceeding has ever been pending against, the Company. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by the Company, is subject. None of the Shareholders is subject to any order, writ, injunction, judgment or decree that relates to the Company's business or to any of the Acquired Corporations, is subjectassets owned or used by the Company. To the best of the knowledge of the CompanyCompany and the Shareholders, no officer or other employee of any Employee of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee Employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(aSection 2.9(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (including, to the best knowledge of the Company, any investigation)Proceeding, and no Person has overtly has, to the knowledge of Company, threatened in writing to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies, any business of any of the Acquired Companies or any of the assets owned owned, leased or used by any of the Acquired CorporationsCompanies or any present or former officer, including, without limitation, any director or employee of the Acquired Company Proprietary AssetCompanies in such individual’s capacity as such; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions or (iii) that involves any product of the Acquired Companies. Except as set forth in Section 2.9(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 the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Proceeding of the knowledge type described in clause (i) or clause (ii) of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative first sentence of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporationsthis Section 2.9(a). (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies (including, without limitation, any product of the Acquired Companies), is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.Companies

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.19 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best of the knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by any the Company or, to the best knowledge of the Acquired Corporations, including, without limitationCompany, any Acquired Person whose liability the Company Proprietary Assethas or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, except as set forth in Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.19 of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against the Company since January 1, 1997. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by the Company, is subject. To the best knowledge of the Company, none of the Insider Shareholders is subject to any order, writ, injunction, judgment or decree that relates to the Company's business or to any of the Acquired Corporations, is subjectassets owned or used by the Company. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(aSection 3.20(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no pending Legal Proceeding (includingProceeding, or to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly currently threatened to commence any Legal Proceedingin writing or orally: (i) that involves against the Company, Company Subsidiaries, or any Company Associate arising out of their employment or board relationship with the Company or Company Subsidiaries, or involving, relating to or affecting any of the Acquired Corporations material assets (whether owned or any used) or properties of the assets owned Company or used by any Company Subsidiaries; (ii) to the Knowledge of the Acquired CorporationsCompany, includingthat questions the validity of this Agreement and the consummation of the Contemplated Transactions or the right of the Company to enter into them, without limitation, any Acquired Company Proprietary Assetor to consummate the Contemplated Transactions; or (iiiii) that challenges, or that may have to the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any Knowledge of the other transactions contemplated by this AgreementCompany, that would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge Knowledge of the Company, there are no event has occurredSEC inquiries or investigations, and no claim, dispute other governmental inquiries or other condition or circumstance exists, that willinvestigations, or that could reasonably be expected tointernal investigations pending or threatened in writing, cause or provide a basis for a directorto the Knowledge of the Company, officer orally, in each case regarding any accounting practices of the Company or other Representative any of its Subsidiaries or any malfeasance by any Company Associate of the Company. There is no Legal Proceeding by the Company pending or which the Company intends to initiate, including actions involving the prior employment of any of the Acquired Corporations to seek indemnification fromCompany’s employees, or commence a Legal Proceeding against or involvingtheir services provided in connection with the Company’s business, any information, Intellectual Property, code or techniques allegedly proprietary to any of the Acquired Corporationstheir former employers or their obligations under any agreements with prior employers. (b) There is no order, writ, injunction, judgment or decree to which any Except as set forth in Section 3.20(b) of the Acquired CorporationsCompany Disclosure Schedule, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of neither the Company, no officer any Company Subsidiary, nor any Company Associate is a party or other employee of any of the Acquired Corporations is named as subject to the provisions of any order, writ, injunction, judgment or decree that prohibits such officer of any court or other employee from engaging Governmental Body, instrumentality or arbitrator, which would reasonably be expected to be, individually or in or continuing any conductthe aggregate, activity or practice relating material to the business of any of Company and the Acquired CorporationsCompany Subsidiaries, taken as a whole.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.19 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired CorporationsCorporations or any Person whose liability any of the Acquired Corporations has or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, except as set forth in Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best . (b) Except as set forth in Part 2.19 of the knowledge of the CompanyDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding of a material or potentially material nature has ever been commenced by or has ever been pending against or involving, any of the Acquired Corporations. (bc) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations' business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedulepreviously disclosed, there is no pending Legal Proceeding (including, to the best knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: : (i) that involves has been commenced by or against any of Acquired Company or that otherwise relates to or may affect the Acquired Corporations business of, or any of the assets owned or used by any of the Acquired Corporations, including, without limitationby, any Acquired Company Proprietary AssetCompany; or 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 other transactions contemplated by this Agreement. To Contemplated Transactions. (b) Except as previously disclosed, to the best Knowledge of Sellers and the knowledge of the CompanyAcquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, exists that will, or that could reasonably be expected to, may give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Sellers have delivered to Buyer copies of the knowledge of the Companyall pleadings, no event has occurredcorrespondence, and no claimother documents relating to any Proceeding. Any current Proceedings disclosed to Buyer will not have a material adverse effect on the business, dispute or other condition or circumstance existsoperations, that willassets, condition, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative prospects of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany. (bc) There Except as previously disclosed: (i) there is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations ; (ii) neither Seller is subject to any orderOrder that relates to the business of, writor any of the assets owned or used by, injunctionany Acquired Company; and (iii) to the Knowledge of Sellers and the Acquired Companies, judgment no officer, director, agent, or decree employee of any Acquired Company is subject to any Order that prohibits such officer officer, director, agent, or other employee from engaging in or continuing any conduct, activity activity, or practice relating to the business of any of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) As of the Company Disclosure Scheduledate of this Agreement, there is no pending Legal Proceeding (includingpending or threatened in writing and, to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly otherwise threatened to commence any Legal Proceeding: (i) that involves (A) the Company, (B) the Company Predecessor, (C) any Company Associate (in his or her capacity as such) or (D) any of the Acquired Corporations or any of the material assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurredoccurred or is occurring, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Proceeding of the knowledge type described in the foregoing clauses (i) and (ii) of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporationsthis section. (b) Except as set forth in Section 2.15(b) of the Company Disclosure Schedule, since January 1, 2018, there has been no Legal Proceeding pending against the Company or the Company Predecessor that has resulted in or, if adversely determined, would result in, a material liability to the Company or the Company Predecessor or a Company Material Adverse Effect. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the material assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no manager, officer or other employee of any Key Employee of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee individual from engaging in or continuing any conduct, activity or practice relating to the business of the Company or to any of material assets owned or used by the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding (includingand, to the best knowledge of the Company’s Knowledge, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations, any Company Associate (in his or her capacity with the Acquired Corporations as such) or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challengeschallenges or that, or that may if decided adversely to any Acquired Corporation, would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreementhereby. To the best of the knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company’s Knowledge, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a3.15(a) of the Company Disclosure ScheduleLetter, since January 1, 2012 there has not been, and there is no not pending Legal Proceeding (includingor, to the best knowledge of the CompanySeller’s Knowledge, threatened, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: : (i) by or against Company or that involves any of otherwise relates to or could affect the Acquired Corporations business of, or any of the assets owned or used by any of the Acquired Corporationsby, including, without limitation, any Acquired Company Proprietary AssetCompany; or or (ii) by or against Seller that relates to the Shares; or (iii) that challenges, or that may could have the effect of preventing, delaying, making illegal illegal, imposing limitations or conditions on, or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transaction. To the best of the knowledge of the CompanySeller’s Knowledge, no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, that will, or exists that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Seller has delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each pending or threatened Proceeding listed in Part 3.15(a) of the knowledge Disclosure Letter. None of the Companypending or threatened Proceedings listed in Part 3.15(a) of the Disclosure Letter, no event has occurredindividually or in the aggregate, and no claim, dispute will or other condition or circumstance exists, that will, or that could reasonably be expected to, cause to result in an adverse consequence to Company or provide a basis for a director, officer in Company incurring Losses of $25,000 or other Representative of more or being subjected to any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsOrder. (b) There Except as set forth in Part 3.15(b) of the Disclosure Letter, there is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations and Seller is not subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating relates to the business of of, or any assets owned or used by, Company. (c) Except as set forth in Part 3.15(c) of the Acquired CorporationsDisclosure Letter, neither Company nor Seller has at any time received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, or potential violation of, or failure to comply with, any Order to which (A) Company, or any assets owned or used by Company, is subject, or (B) Seller is subject that relates to the business of, or any assets owned or used by, Company.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding (includingProceeding, and to the best knowledge of the CompanyAcquired Corporations, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned owned, used or used controlled by any of the Acquired CorporationsCorporations or any Person whose liability the Acquired Corporations have or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Agreement or any of the knowledge of the Company, no Related Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) No Legal Proceeding has ever been commenced by or has ever been pending against the Acquired Corporations that has not been fully adjudicated or settled prior to the date of this Agreement. The Acquired Corporations have delivered to Parent accurate and complete copies of all pleadings, correspondence and other written materials (which are not subject to attorney-client privilege) to which the Acquired Corporations have access and that relate to any Legal Proceeding identified in the Company Disclosure Schedule. (c) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any the Acquired Corporations, are subject. To the knowledge of the Acquired Corporations, is subject. To the best of the knowledge of the Companyno shareholder, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such shareholder, officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any Acquired Corporations' business. To the knowledge of the Acquired Corporations, there is no proposed Order that, if issued or otherwise put into effect (i) could have an adverse effect on the Acquired Corporations' business, condition, assets, Liabilities, operations, financial performance, net income or prospects or on the ability of the Acquired Corporations or any of its shareholders to comply with or perform any covenant or obligation under any of the Related Agreements or (ii) could have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger or any of the transactions contemplated under this Agreement. (d) A reasonable estimate of all the cost, expenses and Liabilities related to any Legal Proceeding threatened or pending as of the Effective Time shall have been accrued as current liabilities on the Closing Balance Sheet, including any cost, expenses and Liabilities related to the Legal Proceedings set forth on Part 2.19 of the Company Disclosure Schedule excluding, however, the Legal Proceedings set forth on Schedule 9.2(a).

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) Section 2.21 of the Company Disclosure Schedule, there is no pending in writing Legal Proceeding Proceeding, and (including, to the best knowledge Knowledge of the Company, any investigation), and ) no Person has overtly threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any Subsidiary of the Acquired Corporations Company, any director or officer of the Company (in his or her capacity as such) or any of the material assets owned or used by the Company and/or any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetSubsidiary; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best With regard to any Legal Proceeding set forth on Section 2.21 of the knowledge Company Disclosure Schedule, the Company has provided Phoenix or its counsel all pleadings and material written correspondence related to such Legal Proceeding, all insurance policies and material written correspondence with brokers and insurers related to such Legal Proceedings and other information material to an assessment of the Company, no event such Legal Proceeding. The Company has occurred, and no claim, dispute an insurance policy or other condition or circumstance exists, policies that will, or that could reasonably be is expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a cover such Legal Proceeding against and has complied with the requirements of such insurance policy or involving, any of the Acquired Corporationspolicies to obtain coverage with respect to such Legal Proceeding under such insurance policy or policies. (b) There is no order, writ, injunction, judgment or decree to which the Company or any Subsidiary of the Acquired CorporationsCompany, or any of the material assets owned or used by the Company or any Subsidiary of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of the Company or any Subsidiary of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of Company Business or to any material assets owned or used by the Company or any Subsidiary of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) Except as set forth in on Part 2.20(a) 2.16 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge Knowledge of the Company, any investigation), and ) no Person has overtly threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any Subsidiary of the Acquired Corporations Company, any Company Associate (in his or her capacity as such) or any of the material assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetor its Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best With regard to any Legal Proceeding set forth on Part 2.16 of the knowledge Company Disclosure Schedule, the Company has provided Tranzyme or its counsel all pleadings and material written correspondence related to such Legal Proceeding, all insurance policies and material written correspondence with brokers and insurers related to such Legal Proceedings and other information material to an assessment of the Company, no event such Legal Proceeding. The Company has occurred, and no claim, dispute an insurance policy or other condition or circumstance exists, policies that will, or that could reasonably be is expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a cover such Legal Proceeding against and has complied with the requirements of such insurance policy or involving, any of the Acquired Corporationspolicies to obtain coverage with respect to such Legal Proceeding under such insurance policy or policies. (b) There is no order, writ, injunction, judgment or decree to which the Company or any Subsidiary of the Acquired CorporationsCompany, or any of the material assets owned or used by the Company or any Subsidiary of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no officer or other employee of any Key Employee of the Acquired Corporations Company or any Subsidiary of the Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company or any Subsidiary of the Acquired CorporationsCompany or to any material assets owned or used by the Company or any Subsidiary of the Company.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.19(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), and Acquired Companies) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetor any Person whose liability an Acquired Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the CompanyAcquired Companies, no event has occurredexcept as set forth in Part 2.19(a) of the Disclosure Schedule, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.19(b) of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against any Acquired Company. (c) There is no order, writ, injunction, judgment or decree issued by any competent court or Government Body to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of the CompanyAcquired Companies, no officer or other employee none of the shareholders of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree that relates to the business of such Acquired Company or to any of the assets owned or used by such Acquired Company. To the knowledge of the Acquired Companies, no officer or other employee of any Acquired Company is subject to any order, writ, injunction, judgment or decree issued by any competent court of Government Body that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the such Acquired CorporationsCompany’s business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.20 of the Company Disclosure Schedule, there is no pending Legal Proceeding (including, to the best knowledge of the Company, any investigation)Proceeding, and no Person has overtly threatened to commence any Legal Proceeding, with the exception of Legal Proceedings that have been threatened but have been settled: (i) that involves any of the Acquired Corporations Corporation or any of the assets owned or used by by, or any of the Proprietary Assets or other assets of, the Acquired CorporationsCorporation or any Person whose liability the Acquired Corporation has or may have retained, includingassumed, without limitationor otherwise be liable for, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Except as set forth in Part 2.20 of the knowledge of the CompanyDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To , and the best of the knowledge of the Company, no Acquired Corporation does not have any reason to expect that an event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or occurred that could reasonably be expected to, cause to give rise to or provide serve as a basis for a director, officer or other Representative the commencement of any of the Acquired Corporations to seek indemnification from, or commence a such Legal Proceeding against or involving, any of the Acquired CorporationsProceeding. (b) There Except as set forth in Part 2.20 of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against the Acquired Corporation. (c) The Acquired Corporation is no neither in violation in any material respect of, nor has it received any notice or claim from any Governmental Body or other Person that it is in violation in any material respect of, any order, writ, injunction, judgment or decree of any Governmental Body or of any court, to which any of it or its properties (whether owned or leased) may be subject except where such violation would not have a Material Adverse Effect on the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subjectCorporation. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations Corporation is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCorporation’s business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding (includingProceeding, and, to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, except as set forth in Part 2.19(a)(ii) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no No claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any Legal Proceeding disclosed in Part 2.19 of the Acquired Corporations to seek indemnification from, Disclosure Schedule could have or commence result in a Company Material Adverse Effect. (b) No Legal Proceeding has ever been commenced by or has ever been pending against or involving, any of the Acquired Corporations. (bc) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other employee of any of the current Acquired Corporations Corporation Employee is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee Acquired Corporation Employee from engaging in or continuing continuing, or that limits such Person’s ability to engage in or continue, any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.18 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best of the knowledge of VGI and the Company, any investigation), and Stockholders) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations against VGI or any of the material assets owned or used by VGI or any Person whose liability VGI has or may have retained or assumed, either contractually or by operation of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetlaw; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of VGI and the CompanyStockholders, except as set forth in Part 2.18 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.18 of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against VGI. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsVGI, or any of the assets owned or used by VGI, is specifically subject. None of the Stockholders is subject to any order, writ, injunction, judgment or decree that specifically relates to VGI's business or to any of the Acquired Corporations, is subjectassets owned or used by VGI. To the best of the knowledge of VGI and the CompanyStockholders, no officer or other employee of any of the Acquired Corporations VGI is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.other

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best of the knowledge of the CompanyCompanies and Xxxxxx, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any either of the Acquired Corporations Companies or any of the assets owned or used by any either of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompanies ; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the CompanyCompanies and Xxxxxx, except as set forth in Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.20(b) of the Disclosure Schedule, no Legal Proceeding has ever been commenced by, and no Legal Proceeding has ever been pending against, either of the Companies, other than Legal Proceedings that have been fully and finally resolved at no material cost to either of the Companies. (c) There is no order, writ, injunction, judgment or decree to which any either of the Acquired CorporationsCompanies, or any of the assets owned or used by either of the Companies, are subject. Neither Xxxxxx nor either of the Companies is subject to any order, writ, injunction, judgment or decree that relates to the Companies business or to any of the Acquired Corporations, is subjectassets owned or used by either of the Companies. To the best of the knowledge of the CompanyCompanies and Xxxxxx, no officer or other employee of any either of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.23 of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned owned, used or used controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of the Acquired Corporationslaw, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering withwith any of the transactions contemplated by this Agreement or any of the Company Related Agreements, (iii) that relates to the Merger ownership of any share capital of the Company, or any option or other right to the share capital of the Company, or right to receive consideration as a result of this Agreement, or (iv) seeking to compel the Company, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets as a result of this Agreement or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no No event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) No Legal Proceeding has ever been commenced by or has ever been pending against the Company that has not been fully adjudicated or settled prior to the date of this Agreement. The Company has made available to Parent in the Data Room accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access and that relate to any Legal Proceeding identified in the Company Disclosure Schedule. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no shareholder, officer or other employee of any of the Acquired Corporations Employee is subject to any order, writ, injunction, judgment or decree that prohibits such shareholder, officer or other employee Employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company. To the Knowledge of the Company, there is no proposed order, writ, injunction, judgment or decree that, if issued or otherwise put into effect: (i) could have a Company Material Adverse Effect or an adverse effect on the ability of the Company or the Shareholders to comply with or perform any covenant or obligation under any of the Acquired CorporationsCompany Related Agreements; or (ii) could have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best knowledge Knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the an Acquired Corporations Company or any of the assets owned or used by any of the an Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company, except as set forth in Part 2.20 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.20(a) or 2.20(b) of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against an Acquired Company. (c) There is no order, writ, injunction, judgment or decree to which any of the an Acquired CorporationsCompany, or any of the assets owned or used by any of the an Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no officer or other employee of any none of the stockholders of an Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating relates to the business of such Acquired Company or to any of the assets owned or used by such Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.21(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Corporations, any Company Associate (in his or her capacity as such) or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best The Legal Proceedings identified in Part 2.21(a) of the knowledge of the CompanyDisclosure Schedule have not had and, no event has occurredif decided adversely to any Acquired Corporation, and no claim, dispute or other condition or circumstance exists, that will, or that could not reasonably be expected to, cause to have or provide result in a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany Material Adverse Effect. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding Proceeding, and (including, to the best of the knowledge of the Company, any investigation), and ) no Person has overtly threatened in writing to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired CorporationsCorporations or any Person whose liability any of the Acquired Corporations has or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement, (iii) that relates to the ownership of any capital stock of any of the Acquired Corporations, or any option or other right to the capital stock of any of the Acquired Corporations, or right to receive consideration as a result of the Merger, or (iv) seeking to compel any of the Acquired Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets as a result of the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the CompanySince January 1, 1997, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding has been commenced by or has ever been pending against or involving, any of the Acquired Corporations. (b) . There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the each Acquired CorporationsCorporation, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the respective Acquired CorporationsCorporation's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.1.20(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best of the knowledge of PhySource and the CompanyShareholders, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations PhySource or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetPhySource; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of PhySource and the CompanyShareholders, except as set forth in Part 2.1.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.1.20(b) of the Disclosure Schedule, no Legal Proceeding has ever been commenced by, and no Legal Proceeding has ever been pending against, PhySource. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsPhySource, or any of the assets owned or used by PhySource, are subject. Neither the Shareholders nor PhySource is subject to any order, writ, injunction, judgment or decree that relates to PhySource business or to any of the Acquired Corporations, is subjectassets owned or used by PhySource. To the best of the knowledge of PhySource and the CompanyShareholders, no officer or other employee of any of the Acquired Corporations PhySource is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsPhySource's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a3.10(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (including, to the best knowledge of the Company, any investigation)Proceeding, and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Metuchen Companies, any business of any of the Metuchen Companies or any of the assets owned owned, leased or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetMetuchen Companies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Mergers or any of the other transactions contemplated Transactions or (iii) that involves any product Commercialized by this Agreementany of the Metuchen Companies. None of the Legal Proceedings identified in Part 3.10(a) of the Company Disclosure Schedule has had or, if adversely determined, would reasonably be expected to have or result in a Company Material Adverse Effect. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Proceeding of the knowledge type described in clause “(i)” or clause “(ii)” of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative first sentence of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporationsthis Section 3.10(a). (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsMetuchen Companies, or any of the assets owned or used by any of the Acquired CorporationsMetuchen Companies (including, without limitation, any product Commercialized or intended to be Commercialized by any of the Metuchen Companies), is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Metuchen Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsMetuchen Companies.

Legal Proceedings; Orders. (a) Except as set forth There is no, and there has not been in Part 2.20(athe past three (3) of the Company Disclosure Scheduleyears, there is no pending any pending, or threatened in writing, Legal Proceeding (includingand, to the best knowledge of the CompanyContributor, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations CHB Companies, any business of any of the CHB Companies or any of the assets owned owned, leased or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCHB Companies; or and (ii) that challenges, or that may have the effect of preventing, materially delaying, making illegal or otherwise materially interfering with, the Merger Exchange or any of the other transactions contemplated by this Agreement, in each case as a claimant, defendant or in any other capacity. None of the Legal Proceedings identified in Part 2.9(a) of the Contributor Disclosure Schedule has had or, if adversely determined, would have or result in, either individually or in the aggregate, a CHB Material Adverse Effect. To the best knowledge of Contributor, as of the knowledge of the Companydate hereof, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Proceeding of the knowledge type described in clause (i) and clause (ii) of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative first sentence of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporationsthis Section 2.9(a). (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCHB Companies, or any of the assets owned or used by any of the Acquired CorporationsCHB Companies, is subjectsubject that has had or would have or result in, either individually or in the aggregate, a CHB Material Adverse Effect. To the best of the knowledge of the CompanyContributor, no director, officer or other key employee of any of the Acquired Corporations CHB Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such director, officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCHB Companies.

Legal Proceedings; Orders. (aA) Except as set forth in Part 2.20(a2.21(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), and 's knowledge) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Corporations, any Company Associate (in his or her capacity as such) or any of the assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Asset; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger I or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best Except as set forth in Part 2.21(a) of the knowledge Disclosure Schedule or any demand for appraisal under Section 262 of the DGCL, to the Company's knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best The Legal Proceedings identified in Part 2.21(a) of the knowledge of the CompanyDisclosure Schedule have not had and, no event has occurredif decided adversely to any Acquired Corporation, and no claim, dispute or other condition or circumstance exists, that will, or that could not reasonably be expected to, cause to have or provide result in a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany Material Adverse Effect. (bB) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subjectsubject other than administrative and other orders issued by the Gaming Authorities enabling the Acquired Corporations to own and use their assets and conduct their business. To the best of the knowledge of the Company's knowledge, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.19(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), Knowledge of the Company and the Shareholders) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetlaw; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the CompanyCompany and the Shareholders, except as set forth in Part 2.19(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.19(b) of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against the Company. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by the Company, is subject. None of the Shareholders is subject to any order, writ, injunction, judgment or decree that relates to the Company's business or to any of the Acquired Corporations, is subjectassets owned or used by the Company. To the best of the knowledge Knowledge of the CompanyCompany and the Shareholders, no officer or other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany's business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.19(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (includingProceeding, and, to the best knowledge of the Company's Knowledge, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or any Person whose liability has or may have been retained or assumed, includingin any manner, without limitation, by any of the Acquired Company Proprietary AssetCorporations; or (ii) that challenges, or that may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Company's Knowledge, except as set forth in Part 2.19(a) of the knowledge of the CompanyCompany Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis except for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a such Legal Proceeding against or involving, that will not at any of time be deemed to have a Material Adverse Effect on the Acquired Corporations. (b) As of the date of this Agreement, except as set forth in Part 2.19(b) of the Company Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against any Acquired Corporation. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best Company's Knowledge, no officer or key employee of any of the knowledge of Acquired Corporations is subject to any order, writ, injunction, judgment or decree that relates to the Acquired Corporations' businesses or to any assets owned or used by the Acquired Corporations. To the Company's Knowledge, no officer or other employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) Section 2.20 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge Knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves or affects the Company, any director or officer of the Acquired Corporations Company (in his or her capacity as such) or any of the material assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding, and there is no pending investigation by any Governmental Authority involving Company or any of its Subsidiaries that individually or in the aggregate would have a Company Material Adverse Effect. To the best With regard to any Legal Proceeding set forth on Section 2.20 of the knowledge Company Disclosure Schedule, the Company has provided Parent or its counsel all pleadings and material written correspondence related to such Legal Proceeding, all insurance policies and material written correspondence with brokers and insurers related to such Legal Proceedings and other information material to an assessment of the Company, no event such Legal Proceeding. The Company has occurred, and no claim, dispute an insurance policy or other condition or circumstance exists, policies that will, or that could reasonably be is expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a cover such Legal Proceeding against and has complied with the requirements of such insurance policy or involving, any of the Acquired Corporationspolicies to obtain coverage with respect to such Legal Proceeding under such insurance policy or policies. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the material assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of Company Business or to any of material assets owned or used by the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(aSchedule 5.15 and Environmental, Health and Safety Liabilities: (a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding (including, to the best knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves has been commenced by or against any Acquired Company or the Principal Shareholder or, to the Knowledge of the Acquired Corporations Company, that otherwise relates to or may affect the business of, or any of the assets owned or used by any of the Acquired Corporations, including, without limitationby, any Acquired Company Proprietary Assetor the Principal Shareholder; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementTransactions. To the best of the knowledge Knowledge of the Company, since July 1, 2003, no such Proceeding has been Threatened. No event has occurred, and no claim, dispute or other condition occurred or circumstance exists, that will, or exists that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To The Company has delivered to the best Parent copies of the knowledge of the Companyall pleadings, no event has occurredcorrespondence, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations documents relating to seek indemnification from, or commence a Legal each Proceeding against or involving, any of the Acquired Corporationslisted in Schedule 5.15. (b) There is no order, writ, injunction, judgment or decree Order: (i) to which any of Acquired Company or the Acquired Corporations, Principal Shareholder or any of the assets owned or used by any Acquired Company or the Principal Shareholder is subject; (ii) to which any Acquired Company or the Principal Shareholder is subject that relates to the business of, or any of the assets owned or used by, any Acquired Corporations, is subject. To Company; and (iii) to the best of the knowledge Knowledge of the Company, no officer to which any officer, director or other key employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer officer, director, agent or other employee or the Principal Shareholder from engaging in or continuing any conduct, activity or practice relating to the business of any Acquired Company or otherwise. (c) None of the Acquired CorporationsCompanies is in violation in any material respect of any Order to which it is subject. 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 in any material respect, with any term or requirement of any Order to which any Acquired Company or any of the assets owned or used by any Acquired Company is subject. Neither the Acquired Companies nor the Principal Shareholder has received, at any time since June 1, 2000, any written or other notice or communication 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 Acquired Company or any of the assets owned or used by any Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 3.15 of the Company Disclosure ScheduleLetter, there is no pending Legal Proceeding (including, to the best knowledge of the Company, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: : (i) that involves has been commenced by or against any of Acquired Company or that otherwise relates to or may affect the Acquired Corporations business of, or any of the assets owned or used by any of the Acquired Corporations, including, without limitationby, any Acquired Company Proprietary AssetCompany; or 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 other transactions contemplated by this AgreementContemplated Transactions. To the best Knowledge of Seller and the knowledge of the CompanyAcquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, exists that will, or that could reasonably be expected to, may give rise to or serve as a basis for the commencement of any such Legal Proceeding. To If any such Proceeding existed, as evidenced by the best Disclosure Letter Section 3.15, Xxxxxx has delivered to Buyer copies of the knowledge of the Companyall pleadings, no event has occurredcorrespondence, and no claimother documents relating to each and such will not have a material adverse effect on the business, dispute or other condition or circumstance existsoperations, that willassets, condition, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative prospects of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsCompany. (b) There Except as set forth in Part 3.15 of the Disclosure Letter there is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any Acquired Company, is subject or otherwise relates to the business of or any of the assets owned or used by any Acquired CorporationsCompany and includes no officer, is subject. To the best of the knowledge of the Companydirector, no officer agent, or other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer officer, director, agent, or other employee from engaging in or continuing any conduct, activity activity, or practice relating to the business of any of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) Except as All Proceedings (other than Proceedings to obtain workers’ compensation benefits) pending, or, to the Company’s Knowledge, threatened, against the Company or any of its Subsidiaries, or relating to any of their respective businesses, assets and properties, are set forth in Part 2.20(aSection 2.10(a) of the Company Disclosure Schedule, there . There is no pending Legal Proceeding (includingor, to the best knowledge of the Company’s Knowledge, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of may reasonably be expected to be material to the Acquired Corporations or any of the assets owned or used by any of the Acquired CorporationsCompany and its Subsidiaries, including, without limitation, any Acquired Company Proprietary Assettaken as a whole; or (ii) that challenges, or that may reasonably be expected to have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsContemplated Transactions. (b) There Except as set forth in Section 2.10(b) of the Company Disclosure Schedule, there is no orderjudgment, writ, injunction, judgment decree or decree order of any Governmental Body to which the Company, its Subsidiaries or any of their respective properties is subject (i) that may reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (ii) that has, or could reasonably be expected to have, the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Acquired Corporations, Contemplated Transactions or any (iii) that materially affects the conduct of the assets owned or used by any of the Acquired Corporations, is subjectbusiness as currently conducted. To the best Company’s Knowledge, no officer, director, agent, or employee of the knowledge Company or any Subsidiary of the Company, no officer or other employee of any of the Acquired Corporations Company is subject to any orderjudgment, writ, injunction, judgment decree or decree order of any Governmental Body that prohibits such officer officer, director, agent, or other employee from engaging in or continuing any conduct, activity activity, or practice relating to the business of the Company or any Subsidiary of the Acquired CorporationsCompany as currently conducted. (c) For purposes hereof, “Proceeding” shall mean any action, arbitration, audit, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there There is no pending Legal Proceeding (includingand, to the best knowledge Knowledge of the CompanyCompany or the Selling Shareholders, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies or any of the assets owned or used by any of the Acquired CorporationsCompanies or any Person whose liability any of the Acquired Companies has or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the transactions contemplated by this Agreement; or (iii) 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 transactions contemplated by this Agreement. To the best Knowledge of the knowledge of Company or the CompanySelling Shareholders, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, will or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any each of the Acquired CorporationsCompanies, is subject. To the best Knowledge of the knowledge of Company or the CompanySelling Shareholders, no officer or other employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the respective Acquired CorporationsCompany’s business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.18 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge of the Company, any investigation), Company and the Designated Officer) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetlaw; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Combination or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the CompanyCompany and the Designated Officer, except as set forth in Part 2.18 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 2.18 of the Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against the Company. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by the Company, is subject. The Designated Officer is not subject to any order, writ, injunction, judgment or decree that relates to the Company’s business or to any of the Acquired Corporations, is subjectassets owned or used by the Company. To the best of the knowledge of the CompanyCompany and the Designated Officer, no officer or other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany’s business.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.10(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding (including, to the best knowledge of the Company, any investigation)Proceeding, and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies, any business of any of the Acquired Companies or any of the assets owned owned, leased or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated Transactions or (iii) that involves any product Commercialized by this Agreementany of the Acquired Companies. None of the Legal Proceedings identified in Part 2.10(a) of the Company Disclosure Schedule has had or, if adversely determined, would reasonably be expected to have or result in a Company Material Adverse Effect. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Proceeding of the knowledge type described in clause “(i)” or clause “(ii)” of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative first sentence of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporationsthis Section 2.10(a). (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies (including, without limitation, any product Commercialized or intended to be Commercialized by any of the Acquired Companies), is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) As of the Company Disclosure Scheduledate of this Agreement, there is no pending Legal Proceeding (includingand, to the best knowledge of the Company’s Knowledge, any investigation), and no Person has overtly threatened to commence any Legal ProceedingProceeding affecting $62,500 or more of damages or liability, and no Persons have threatened to commence any Legal Proceeding affecting an aggregate of $62,500 or more of damages or liability: (i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (D) any of the Acquired Corporations or any of the material assets owned or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary Assetor its Subsidiaries; or (ii) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired CorporationsContemplated Transactions. (b) Since January 1, 2022, no Legal Proceeding has been pending against the Company or any of its Subsidiaries that resulted in material liability to the Company or any of its Subsidiaries. (c) There is no order, writ, injunction, judgment or decree to which the Company or any of the Acquired Corporationsits Subsidiaries, or any of the material assets owned or used by the Company or any of the Acquired Corporationsits Subsidiaries, is subjectsubject affecting $62,500 or more of damages or liability. To the best of the knowledge of the Company’s Knowledge, no officer or other employee of the Company or any of the Acquired Corporations its Subsidiaries is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company or any of its Subsidiaries or to any material assets owned or used by the Acquired CorporationsCompany or any of its Subsidiaries.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) Section 2.21 of the Company Disclosure Schedule, as of the date hereof, there is no pending in writing Legal Proceeding (including, to the best knowledge of the Company, any investigation)Proceeding, and no Person has overtly threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any Subsidiary of the Acquired Corporations Company, any director or officer of the Company (in his or her capacity as such) or any of the material assets owned or used by the Company and/or any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetSubsidiary; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best With regard to any Legal Proceeding set forth on Section 2.21 of the knowledge Company Disclosure Schedule, the Company has provided Talos or its counsel all pleadings and material written correspondence related to such Legal Proceeding, all insurance policies and material written correspondence with brokers and insurers related to such Legal Proceedings and other information material to an assessment of the Company, no event such Legal Proceeding. The Company has occurred, and no claim, dispute an insurance policy or other condition or circumstance exists, policies that will, or that could reasonably be is expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a cover such Legal Proceeding against and has complied with the requirements of such insurance policy or involving, any of the Acquired Corporationspolicies to obtain coverage with respect to such Legal Proceeding under such insurance policy or policies. (b) There is no order, writ, injunction, judgment or decree to which the Company or any Subsidiary of the Acquired CorporationsCompany, or any of the material assets owned or used by the Company or any Subsidiary of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of the Company or any Subsidiary of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of Company Business or to any material assets owned or used by the Company or any Subsidiary of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 2.23 of the Company Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best knowledge Knowledge of the Company, any investigation), and ) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any either of the Acquired Corporations or any of the assets owned or used by any either of the Acquired CorporationsCorporations or any Person whose liability either of the Acquired Corporations has or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company, except as set forth in Part 2.23 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best . (b) Except as set forth in Part 2.23 of the knowledge of the CompanyDisclosure Schedule, since June 30, 1996, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding has been commenced by or has been pending against or involving, any either of the Acquired Corporations. (bc) There is no order, writ, injunction, judgment or decree to which any either of the Acquired Corporations, or any of the assets owned or used by any either of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other employee of any of the Acquired Corporations Related Party is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating relates to the business of either of the Acquired Corporations or to any of the assets owned or used by either of the Acquired Corporations.. To

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a2.9(a) of the Company Albireo Disclosure Schedule, during the three-year period prior to the date of this Agreement there has not been, and there is no pending pending, or threatened in writing, Legal Proceeding (includingand, to the best knowledge of the CompanyAlbireo, any investigation), and no Person has overtly threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Albireo Companies, any business of any of the Albireo Companies or any of the assets owned owned, leased or used by any of the Acquired Corporations, including, without limitation, any Acquired Company Proprietary AssetAlbireo Companies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Acquisition or any of the other transactions contemplated by this Agreement, in each case as a claimant, defendant or in any other capacity. None of the Legal Proceedings identified in Part 2.9(a) of the Albireo Disclosure Schedule has had or, if adversely determined, would not have or result in, either individually or in the aggregate, an Albireo Material Adverse Effect. To the best of the knowledge of the CompanyAlbireo, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best Proceeding of the knowledge type described in clause (i) or clause (ii) of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative first sentence of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporationsthis Section 2.9(a). (b) There is no order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsAlbireo Companies, or any of the assets owned or used by any of the Acquired CorporationsAlbireo Companies, is subject. To the best of the knowledge of the CompanyAlbireo, no officer or other key employee of any of the Acquired Corporations Albireo Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsAlbireo Companies. (c) No Albireo Company is unable to pay its debts, within the meaning of section 123 IA 1986 (without any requirement to prove any matter referred to in that section to the satisfaction of the court) or any other legislation analogous to IA 1986 that is applicable to an Albireo Company in its jurisdiction of incorporation, and no Albireo Company has stopped or suspended payment of its debts as they fall due.

Legal Proceedings; Orders. (a) Except as set forth in Part 2.20(a) 4.8 of the Company Parent Disclosure Schedule, there is no pending Legal Proceeding Proceeding, and (including, to the best of the knowledge of the Company, any investigation), and Acquiring Corporations) no Person has overtly threatened to commence any Legal ProceedingProceeding that has had or would reasonably be expected to have a Material Adverse Effect on Parent: (i) that involves any of the Acquired Acquiring Corporations or any of the assets owned or used by any of the Acquired CorporationsAcquiring Corporations or (to the best knowledge of the Company) any Person whose liability any of the Acquiring Corporations has or may have retained or assumed, including, without limitation, any Acquired Company Proprietary Asseteither contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, except as set forth in Part 4.8 of the Parent Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, cause or provide a basis for a director, officer or other Representative of any of the Acquired Corporations to seek indemnification from, or commence a Legal Proceeding against or involving, any of the Acquired Corporations. (b) Except as set forth in Part 4.8 of the Parent Disclosure Schedule, no material Legal Proceeding has ever been commenced by or has ever been pending against any of the Acquiring Corporations since January 1, 1997. (c) There is no order, writ, injunction, judgment or decree to which any of the Acquired Acquiring Corporations, or any of the assets owned or used by any of the Acquired Acquiring Corporations, is subject. To the best of the knowledge of the Company, no officer or other employee of any of the Acquired Acquiring Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporationssuch Acquiring Corporation's business.