Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) There is no suit, action or legal proceedings pending, and to the knowledge of the Company, no person has threatened to commence any suit, action or proceeding: (i) that involves the Company or any of its subsidiaries or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of 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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the Company. (b) To the knowledge of the Company, no officer or key employee of any of the 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 Company 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) There Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no suitpending Legal Proceeding (including, 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 suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned 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, any Acquired Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 would 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 which would 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 have seek indemnification from, or commence a Material Adverse Effect on Legal Proceeding against or involving, any of the CompanyAcquired 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 key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge Knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned or used by any of their respective assets (excluding actions the Acquired Corporations and that, if adversely determined, would reasonably be expected to collect amounts due have a Material Adverse Effect on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 knowledge Knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.19(a)(i) of the Disclosure Schedule, there is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the knowledge Knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 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, exists that would could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would Legal Proceeding. No claim, dispute or Legal Proceeding disclosed in Part 2.19 of the Disclosure Schedule would, if determined adversely to the Acquired Corporation party thereto, reasonably be expected to have or result in a Material Adverse Effect on the CompanyEffect. (b) There is no 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 knowledge Knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth on Section 3.22 of the Seller Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge Knowledge of the CompanyCompany and Seller, no person Person has threatened to commence any suit, action or proceeding: Legal Proceeding (i) against the Company or Seller, (ii) in connection with the Company’s services for Customers for its Suppliers, (iii) that involves the Company or any of its subsidiaries the assets owned, used or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice law, ("Collection Actions")); 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 Agreementclaim, complaint, charge or investigation that arises out of the employment relationship between the Company and any of its employees. To Except as set forth on Section 3.22 of the knowledge of 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (b) There is no order, writ, injunction, ruling, verdict, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject. To the knowledge Knowledge of the CompanyCompany and Seller, no officer or key employee of any of the Company or any of its subsidiaries other 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 Company or any of its subsidiariesCompany. (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) There As of the date of this Agreement, there is no suitpending Legal Proceeding (or, action to the knowledge of the Company, investigation or legal proceedings pendinginquiry by any Governmental Body), and and, to the knowledge of the Company, no person Person has threatened to commence any suit, action or proceeding: Legal Proceeding that (i) that involves would be material to the Company or any of its subsidiaries or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (Acquired Companies taken as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))a whole; or (ii) that challenges, causes or that may have the effect of preventing, delaying, making illegal requires (or otherwise interfering with, the Merger purports to cause or require) Parent or any of the its Affiliates (other transactions contemplated by this Agreement. To the knowledge than any of the CompanyAcquired Companies) to (A) grant to any third party any license, no event has occurredcovenant not to xxx, and no claimrelease, dispute immunity or other condition or circumstance exists, that would reasonably be expected to give rise right with respect to or serve as a basis for under any of the commencement Intellectual Property Rights owned by Parent or any of its Affiliates; or (B) be obligated to pay any such legal proceeding which would reasonably be expected royalties or other amounts, or offer any discounts, to have a Material Adverse Effect on the Companyany third party. (b) To the knowledge of the Company, no officer or key employee of any of the 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 Company or any of its subsidiaries. (c) Section 3.07 of the Company Disclosure Schedule sets forth, as As of the date of this Agreement, no Acquired Company nor any of the assets owned or used by any of the Acquired Companies, is 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 complete and accurate list Company Material Adverse Effect. (c) Except as would not be material to the Acquired Companies, taken as a whole, there are not currently pending, nor have there been since January 1, 2012, any internal investigations conducted by any Acquired Company, the board of directors of the Company (ior any committee thereof) all judgmentsor, decreesto the knowledge of the Company, injunctions, rules and orders any third party at the request of any Governmental Entity of the foregoing concerning any financial, accounting, tax or arbitrator outstanding against the Company other misfeasance or malfeasance, conflict of interest, illegal activity, or fraudulent or deceptive conduct involving any of its subsidiaries and the Acquired Companies or their respective officers or employees. (iid) a complete and accurate list As of each settlement or similar agreement in respect the date of this Agreement, there is no material Legal Proceeding that any pending or threatened suit, action, proceeding, judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator which the Acquired Company or any of its subsidiaries has entered into or become bound by since July 1, 2000 and with respect intends to which the Company has a continuing obligationinitiate.

Legal Proceedings; Orders. (a) There Except as set forth in the Parent SEC Documents, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of the Company, Parent) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Parent Companies or any of its subsidiaries the assets owned or used by any of their respective assets the Parent Companies and (excluding actions to collect amounts due on Customer Contracts (as defined A) in Section 3.20(a)) brought by the Company which any injunctive or other equitable relief is being sought against any of its subsidiaries the Parent Companies or is being threatened to be sought against any of the Parent Companies, or (B) that, if determined adversely, could reasonably be expected to result in the ordinary course payment by any of business and consistent the Parent Companies of an amount in excess of $250,000 in any individual case (or $500,000 in the aggregate together with past practice ("Collection Actions")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 would could reasonably be expected to give rise to or serve as a the basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (b) There is no order, writ, injunction, judgment or decree to which any of the Parent Companies, or any of the assets owned or used by any of the Parent Companies, is subject. To the best of the knowledge of the CompanyParent, no officer or key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesParent Companies. (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) There Except as set forth in Part 3.20(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending material Legal Proceeding, and to the knowledge Knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge Knowledge of the 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 would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected Legal Proceeding. The Company has established reasonable internal controls and procedures regarding appropriate retention of documents relevant to have a Material Adverse Effect on pending and threatened Legal Proceedings involving any of the CompanyAcquired Corporations. (b) There is no 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 knowledge Knowledge of the Company, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There As of the date hereof, except as set forth in Part 2.20 of the Company Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and no Person has, to the knowledge of the Company, no person has overtly threatened in writing to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned 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, any Acquired Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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 would reasonably be expected to give rise to to, cause or serve as provide a bona fide basis for the commencement a director or executive officer of any such legal proceeding which would reasonably be expected of the Acquired Corporations to have a Material Adverse Effect on seek indemnification from any of the CompanyAcquired Corporations. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets material to the business of the Acquired Corporations, is subject. To the knowledge of the Company, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There As of the date of this Agreement, except as set forth in Part 2.20(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge Knowledge of the Company) since March 31, 2008 no person Person has threatened in writing to commence any suit, action or proceeding: Legal Proceeding (i) that involves the Company or any of its subsidiaries the Acquired Corporations or any of their respective businesses or assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries the directors or employees of the Acquired Corporations in the ordinary course of business and consistent with past practice ("Collection Actions")); or 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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 knowledge Knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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. (aExcept as set forth in Part 2.20(a) There of the Disclosure Schedule, there is no suitpending Legal Proceeding and, action or legal proceedings pending, and to the best of the knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned or used by any of the Acquired Corporations or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or Person whose liability any of its subsidiaries in the ordinary course Acquired Corporations has or may have retained or assumed, either contractually or by operation of business and consistent with past practice ("Collection Actions"))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 would will or could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding Legal Proceeding. Except as set forth in Part 2.20(a) of the Disclosure Schedule, since inception, no Legal Proceeding has ever been commenced by or has ever been pending against any of the Acquired Corporations. There is no order, writ, injunction, judgment or decree to which would reasonably be expected to have a Material Adverse Effect on any of the Company. (b) Acquired Corporations, or any of the assets owned or used by each of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesrespective Acquired Corporation's business. (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) There Except as set forth in Part 2.19 of the Disclosure Schedule, as of the date of this Agreement (x) there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (y), to the knowledge Knowledge of the Company, no person Person has since January 1, 2005 threatened to commence any suitLegal Proceeding that, action or proceedingin either case: (i) that involves any of the Company Acquired Companies or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Companies; 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 knowledge Except as set forth in Part 2.19 of the CompanyDisclosure Schedule, to the Knowledge of the Company as of the date of this Agreement there is no event has occurred, and no claim, claim or dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would Legal Proceeding with an amount in dispute in excess of $250,000. No claim, dispute or Legal Proceeding disclosed in Part 2.19 of the Disclosure Schedule would, if determined adversely to the Acquired Company party thereto, reasonably be expected to have or result in a Material Adverse Effect on the CompanyEffect. (b) There is no Order to which any of the Acquired Companies, or any of the assets owned or used by any of the Acquired Companies, is subject. To the knowledge Knowledge of the 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 key employee of any of the Company or any of its subsidiaries Acquired 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 Company Acquired Companies as currently conducted or any of its subsidiariescurrently proposed to be conducted. (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) There Except as set forth in Part 2.19 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of Ibex and the Company, Designated Shareholders) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company Ibex or any of its subsidiaries 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 their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 Ibex, 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 assets owned or used by Ibex. To the best of the knowledge of Ibex and the CompanyDesignated Shareholders, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesIbex's business. (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) There is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge Knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding that: (i) that involves the Company or any of its subsidiaries the assets owned, used or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions")); 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 AgreementAgreement or any of the Related Agreements. To the knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 the Company, or any of the assets owned or used by the Company, is subject. To the knowledge Knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries other 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 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 subsidiaries. (c) Section 3.07 of the Company Disclosure Schedule sets forth, as of the date of stockholders to comply with or perform any covenant or obligation under 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 Agreement or any of its subsidiaries and the Related Agreements; or (ii) a complete and accurate list could have the effect of each settlement preventing, delaying, making illegal 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 otherwise interfering with the Company Merger 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 obligationtransactions contemplated under this Agreement.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.20(a) of the Disclosure Schedule, there is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the best knowledge of ETI and the CompanyShareholders , no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company ETI or any of its subsidiaries the material assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))ETI; 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 CompanyShareholders , 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 material 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 ETI. To the best knowledge of ETI and the CompanyShareholders, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesETI's business. (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) There Except as set forth in Part 2.19(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Acquired Corporations, any Company Associate (in his or her capacity as such) or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would Legal Proceeding. The Legal Proceedings identified in Part 2.19(a) of the Disclosure Schedule have not had and, if decided adversely to any Acquired Corporation, could not reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect. (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 Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.21(a) of the Disclosure Letter, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge Knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Acquired Corporations, any Company Associate (in his or her capacity as such) or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which Legal Proceeding. The Legal Proceedings identified in Part 2.21(a) of the Disclosure Letter have not had and, if decided adversely to any Acquired Corporation, would not reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect. (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 knowledge Knowledge of the Company, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as previously disclosed, there is no suit, action or legal proceedings pending, and to the knowledge of the Company, no person has threatened to commence any suit, action or proceeding: pending Proceeding: (i) that involves has been commenced by or against any Acquired Company or that otherwise relates to or may affect the Company business of, or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Company; 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 knowledge Knowledge of Sellers and 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 would reasonably be expected to may give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected Proceeding. Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to any Proceeding. Any current Proceedings disclosed to Buyer will not have a Material Adverse Effect material adverse effect on the business, operations, assets, condition, or prospects of any Acquired Company. (bc) To the knowledge of the Company, Except as previously disclosed: (i) there is no officer or key employee of Order to which any of the Company Acquired Companies, or any of its subsidiaries the assets owned or used by any Acquired Company, is subject; (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 Company or any of its subsidiariesAcquired Company. (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) There Except as set forth in Part 2.20(a)(i) of the Disclosure Schedule, there is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the knowledge Knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company 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 its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 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, exists that would could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would Legal Proceeding. If any claim, dispute or Legal Proceeding is disclosed in Part 2.20 of the Disclosure Schedule, no such claim, dispute or Legal Proceeding could, if determined adversely to the applicable Acquired Corporation, reasonably be expected to have or result in a Material Adverse Effect on the CompanyEffect. (b) There is no 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 knowledge Knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.19 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned or used by any of the Acquired Corporations or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or Person whose liability any of its subsidiaries in the ordinary course Acquired Corporations has or may have retained or assumed, either contractually or by operation of business and consistent with past practice ("Collection Actions"))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 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (b) Except as set forth in Part 2.19 of the Disclosure Schedule, no Legal Proceeding of a material or potentially material nature has ever been commenced by or has ever been pending against any of the Acquired Corporations. (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 knowledge of the Company, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations' business. (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) There is no suitExcept as set forth in Schedule 3.15(a), action or legal proceedings pendingsince January 1, 2011 there has not been, and there is not pending or, to the knowledge Knowledge of the CompanyFounder, no person has threatened to commence threatened, any suit, action or proceeding: Proceeding: (i) that involves the By or against any Acquired Company or any of its subsidiaries that otherwise relates to or could affect the business of, or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company owned or used by, any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Company; 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 knowledge Knowledge of the CompanyFounder, no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, exists that would reasonably be expected to could give rise to or serve as a basis for the commencement of any such legal proceeding which would Proceeding. 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 pending or threatened Proceedings listed in Schedule 3.15(a), individually or in the aggregate, will or could reasonably be expected to have a Material Adverse Effect on the Companyresult in an adverse consequence to any Acquired Company or in any Acquired Company incurring Losses of $50,000 or more or being subjected to any Order. (b) To the knowledge of the Except as set forth in Schedule 3.15(b): (i) There is no Order to which any Acquired Company, no officer or key employee of any of the Company or any of its subsidiaries assets owned or used by any Acquired Company, is subject; 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 any of the Company of, or any of its subsidiariesassets owned or used by, any Acquired Company. (c) Section 3.07 of the Company Disclosure Except as set forth in Schedule sets forth, as of the date of this Agreement, a complete and accurate list of 3.15(c): (i) Each Acquired Company has at all judgmentstimes been in compliance with each Order to which it, decrees, injunctions, rules and orders of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries and 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 complete and accurate list of each settlement violation of, or similar agreement in respect of failure to comply with, any pending Order to which (A) any Acquired Company, or threatened suitany assets owned or used by any Acquired Company, actionis subject, proceedingor (B) any Seller is subject that relates to the business of, judgmentor any assets owned or used by, decreeany Acquired Company; and (iii) No Acquired Company or Seller has, injunction, rule at any time received any notice or order of other communication (whether oral or written) from any Governmental Entity or arbitrator which the Company Body or any of its subsidiaries has entered into other Person regarding any actual, alleged, or become bound by since July 1potential violation of, 2000 and with respect 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 Company has a continuing obligationbusiness of, or any assets owned or used by, any Acquired Company.

Legal Proceedings; Orders. (a) There is no suitExcept as set forth in Part 3.15(a) of the Disclosure Letter, action or legal proceedings pendingsince January 1, 2012 there has not been, and there is not pending or, to the knowledge of the CompanySeller’s Knowledge, no person has threatened to commence threatened, any suit, action or proceeding: Proceeding: (i) that involves the by or against Company or any of its subsidiaries that otherwise relates to or could affect the business of, or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company owned or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))used by, Company; 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 knowledge of the CompanySeller’s Knowledge, no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, exists that would reasonably be expected to could give rise to or serve as a basis for the commencement of any such legal proceeding which would Proceeding. 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 Disclosure Letter. None of the pending or threatened Proceedings listed in Part 3.15(a) of the Disclosure Letter, individually or in the aggregate, will or could reasonably be expected to have a Material Adverse Effect on the Companyresult in an adverse consequence to Company or in Company incurring Losses of $25,000 or more or being subjected to any Order. (b) To the knowledge Except as set forth in Part 3.15(b) of the Disclosure Letter, there is no Order to which Company, no officer or key employee of any of the Company or any of its subsidiaries assets owned or used by Company, is subject, 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 any of the Company of, or any of its subsidiariesassets owned or used by, Company. (c) Section 3.07 Except as set forth in Part 3.15(c) of the Disclosure Letter, neither Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of nor Seller has at any time received any notice or other communication (iwhether oral or written) all judgments, decrees, injunctions, rules and orders of from any Governmental Entity or arbitrator outstanding against the Company Body or any of its subsidiaries and other Person regarding any actual, alleged, or potential violation of, or failure to comply with, any Order to which (iiA) a complete and accurate list of each settlement or similar agreement in respect of any pending or threatened suitCompany, 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 assets owned or become bound used by since July 1Company, 2000 and with respect is subject, or (B) Seller is subject that relates to which the Company has a continuing obligationbusiness of, or any assets owned or used by, Company.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.19 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of the Company, Company and the Designated Stockholders) no person Person has overtly threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any of its subsidiaries the assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 CompanyCompany and the Designated Stockholders, 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 would 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 which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding (other than routine audits). (b) Except as set forth in Part 2.19 of the Disclosure Schedule, no Legal Proceeding (other than routine audits) has ever been commenced by or has ever been pending against the Company. (bc) There is no order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject. None of the Designated Stockholders 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 knowledge of the CompanyCompany and the Designated Stockholders, no officer or key other employee of any of the 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 Company or any of its subsidiariesCompany's business. (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) There Except as set forth in Part 2.20(a) of the Disclosure Schedule, there is no suitpending Legal Proceeding, action or legal proceedings pending, and to the knowledge other than collection matters initiated by any of the Company, no person has threatened to commence any suit, action or proceeding: (i) that involves the Company or any of its subsidiaries or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries Companies in the ordinary course of business and consistent with past practice for amounts individually less than USD 25,000, and, to the best knowledge of the Shareholders, no Person has threatened to commence any Legal Proceeding, that: ("Collection Actions"))1) involves any of the Companies or any of the assets owned or used by any of the Companies; 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 knowledge Except as set forth in Part 2.20(a) of the CompanyDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal 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 knowledge best of the CompanyShareholders' Knowledge, there is no order, writ, injunction, judgment or decree to which any of the Companies, or any of the assets owned or used by any of the Companies, is subject. To the best of the Shareholders' Knowledge, none of the Shareholders 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 key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesCompanies' business. (cd) Section 3.07 Except as set forth in Part 2.20(d) of the Company Disclosure Schedule sets forthSchedule, as neither of the date 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 this Agreementthe EC Treaty. (e) Neither of the Companies has received notice, a complete and accurate list of (i) all judgments, decrees, injunctions, rules and orders summons or official request of any Governmental Entity kind from the European Commission or arbitrator outstanding against from the Company authorities in the Netherlands or in any of its subsidiaries and (ii) a complete and accurate list of each settlement or similar agreement other country competent in respect of any pending or threatened suitanti-trust matters, 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 any aspect of the Company has a continuing obligationCompanies' activities.

Legal Proceedings; Orders. (a) There is no suitpending Legal Proceeding and, action or legal proceedings pending, and to the knowledge of the Company’s Knowledge, no person Person has threatened to commence any suit, action or proceedingLegal 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 its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 knowledge of the Company’s Knowledge, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected Legal Proceeding. Without limiting the generality of the foregoing, no Person has made any claim or commenced any Legal Proceedings (and, to have a Material Adverse Effect on the knowledge of the Company, no Person has threatened to make any claim or commence any Legal Proceeding) involving any of the Acquired Corporations that relates directly or indirectly to any malfunction, defect or deficiency in any product, system, program or other item of property in or with which any Acquired Corporation Proprietary Asset is incorporated, used 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 knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There As of the date of this Agreement, there is no suitLegal Proceeding pending or threatened in writing and, action or legal proceedings pending, and to the knowledge Knowledge of the Company, no person Person has otherwise threatened to commence any suit, action or proceedingLegal 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 its subsidiaries the material assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Company; 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 knowledge Knowledge of the Company, no event has occurredoccurred or is occurring, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding of the Companytype described in the foregoing clauses (i) and (ii) of this 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 the Company, or any of the material assets owned or used by the Company, is subject. To the knowledge Knowledge of the Company, no manager, officer or key employee of any other Key Employee of the Company or any of its subsidiaries 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 any of the Company or to any of its subsidiariesmaterial assets owned or used by the Company. (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) There Except as set forth in Part 2.19(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge best of the Company, Knowledge of the Company and the Shareholders) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any of its subsidiaries the assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 knowledge best of the CompanyKnowledge of the Company 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 would 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 which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding. (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. (bc) There is no order, writ, injunction, judgment or decree to which the Company, 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 assets owned or used by the Company. To the knowledge best of the CompanyKnowledge of the Company and the Shareholders, no officer or key other employee of any of the 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 Company or any of its subsidiariesCompany's business. (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) There Except as set forth in Part 2.18 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, Company and the Designated Officer) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any of its subsidiaries the assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))law; 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 would 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 which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding. (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. (bc) There is no order, writ, injunction, judgment or decree to which the Company, 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 assets owned or used by the Company. To the best of the knowledge of the CompanyCompany and the Designated Officer, no officer or key other employee of any of the 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 Company or any of its subsidiariesCompany’s business. (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) There Except as set forth in Part 2.21(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, ’s knowledge) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Acquired Corporations, any Company Associate (in his or her capacity as such) or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge Except as set forth in Part 2.21(a) of the 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 would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would Legal Proceeding. The Legal Proceedings identified in Part 2.21(a) of the Disclosure Schedule have not had and, if decided adversely to any Acquired Corporation, could not reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect. (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 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 knowledge of the Company’s knowledge, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There is no suit, action or legal proceedings All Proceedings (other than Proceedings to obtain workers’ compensation benefits) pending, and or, to the knowledge of the Company’s Knowledge, no person has threatened to commence any suitthreatened, action or proceeding: (i) that involves against the Company or any of its subsidiaries Subsidiaries, or relating to any of their respective businesses, assets (excluding actions to collect amounts due on Customer Contracts (as defined and properties, are set forth in Section 3.20(a)2.10(a) brought by of the Company or any of Disclosure Schedule. There is no pending or, to the Company’s Knowledge, threatened Proceeding: (i) that may reasonably be expected to be material to the Company and its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Subsidiaries, taken 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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyContemplated Transactions. (b) To Except as set forth in Section 2.10(b) of the knowledge Company Disclosure Schedule, there is no judgment, decree or 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 Contemplated Transactions or (iii) that materially affects the conduct of the business as currently conducted. To the Company’s Knowledge, no officer officer, director, agent, or key employee of any of the Company or any Subsidiary of its subsidiaries the 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 any of the Company or any Subsidiary of its subsidiariesthe Company as currently conducted. (c) Section 3.07 of the Company Disclosure Schedule sets forthFor purposes hereof, as of the date of this Agreement“Proceeding” shall mean any action, a complete and accurate list of arbitration, audit, investigation, litigation, or suit (iwhether civil, criminal, administrative, investigative, or informal) all judgmentscommenced, decreesbrought, injunctionsconducted, rules and orders of or heard by or before, or otherwise involving, 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 obligationBody.

Legal Proceedings; Orders. (a) There is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge of the CompanyAcquired Corporations, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company Acquired Corporations or any of its subsidiaries the assets owned, used or controlled by the Acquired Corporations or any Person whose liability the Acquired Corporations have or may have retained or assumed, either contractually or by operation of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 knowledge Agreement or any of the CompanyRelated Agreements. Except as set forth in Part 2.19(a) of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 to which any of the Acquired Corporations, or any of the assets owned or used by them, is subject. To the knowledge of the CompanyAcquired Corporations, no shareholder, officer or key other employee of any of the Company or any of its subsidiaries 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 Company Acquired Corporations or any of its subsidiariesshareholders 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. (cd) Section 3.07 There is no subpoena to which any of the Company Disclosure Schedule sets forthAcquired Corporations is subject other than a subpoena from the United States Department of Defense Office of Inspector General dated April 27, as of 2001 (the date of this Agreement"Criminal Subpoena"). As to the Criminal Subpoena, a 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 list and that the Acquired Companies have complied with the terms of all such contracts, work orders and purchase agreements (i) all judgmentsand any Legal Requirement relating to such contracts, decrees, injunctions, rules work orders and orders 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 Governmental Entity or arbitrator outstanding against costs submitted by any Acquired Corporation, the Company or any of its subsidiaries and (ii) a complete and accurate list of each settlement or similar agreement in respect recoupment of any pending payments previously made to any Acquired Corporation, a finding or threatened suitclaim of fraud, actiondefective pricing, proceeding, judgment, decree, injunction, rule mischarging or order improper payments on the part of any Governmental Entity Acquired Corporation, or arbitrator which the Company assessment of any penalties (including non-monetary penalties) or damages of 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 obligationkind against any Acquired Company.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.18 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of VGI and the Company, Stockholders) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company against VGI or any of its subsidiaries 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 their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 VGI, 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 assets owned or used by VGI. To the best of the knowledge of VGI and the CompanyStockholders, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company 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.other

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.20(a) of the Disclosure Schedule, there is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the best of the knowledge of the CompanyCompanies and Xxxxxx, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves either of the Company Companies or any of its subsidiaries the assets owned or any used by either of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Companies ; 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 either of the Companies, 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 assets owned or used by either of the Companies. To the best of the knowledge of the CompanyCompanies and Xxxxxx, no officer or key other employee of any either of the Company or any of its subsidiaries 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 Company or any of its subsidiariesCompanies's business. (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) There Except as set forth in Part 2.23 of the Company Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge Knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any of its subsidiaries the assets owned, used or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions")); or law, (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 knowledge of the Company, no No event has occurred, and no claim, dispute or other condition or circumstance exists, that would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 the Company, or any of the assets owned or used by the Company, is subject. To the knowledge Knowledge of the Company, no shareholder, officer or key employee of any of the Company or any of its subsidiaries other 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 Company Related Agreements; 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 could have the effect of each settlement preventing, delaying, making illegal 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 otherwise interfering with any of its subsidiaries has entered into or become bound the transactions contemplated by since July 1, 2000 and with respect to which the Company has a continuing obligationthis Agreement.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.19 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any of its subsidiaries the assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or, to the best knowledge of the Company, any Person whose liability the Company has or any may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 the Company, 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 assets owned or used by the Company. To the best of the knowledge of the Company, no officer or key other employee of any of the 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 Company or any of its subsidiariesCompany's business. (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) There Except as set forth in Part 2.19(a)(i) of the Disclosure Schedule, there is no suitpending material Legal Proceeding, action or legal proceedings pendingand, and to the knowledge Knowledge of the Company, no person Person has threatened (in writing or, to the Knowledge of the Company, otherwise) to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the material assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 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 would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to Legal Proceeding. No claim, dispute or Legal Proceeding disclosed in Part 2.19 of the Disclosure Schedule could have or result in a Company Material Adverse Effect on the CompanyEffect. (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 of the Acquired Corporations. (c) There is no 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 knowledge Knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.19 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best knowledge of the Company, IDP and the Designated Shareholders) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Acquired Company or any of its subsidiaries the assets owned or used by the Company, IDP or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by Person whose liability the Company or any IDP has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 knowledge of the Company, IDP and the Designated 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (b) Except as set forth in Part 2.19 of the Disclosure Schedule, no material Legal Proceeding has ever been commenced by or has ever been pending against the Company or IDP. (c) There is no order, writ, injunction, judgment or decree to which the Company, IDP or any of the assets owned or used by the Company or IDP are subject. None of the Designated Shareholders is subject to any order, writ, injunction, judgment or decree that relates to the Company's or IDP's business or to any of the assets owned or used by the Company or IDP. To the best of the knowledge of the Company, IDP and the Designated Shareholders, no officer or key other employee of any of the Company or any of its subsidiaries IDP 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 Company Company's or any of its subsidiariesIDP's business. (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) There Except as set forth in Section 3.20(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no suitpending Legal Proceeding, action or legal proceedings pending, and to the knowledge Knowledge of the Company, no person has currently threatened to commence any suit, action in writing or proceedingorally: (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 its subsidiaries or any of their respective the material assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)whether owned or used) brought by or properties of the Company or any Company Subsidiaries; (ii) to the Knowledge of its subsidiaries in the ordinary course Company, that questions the validity of business this Agreement and consistent with past practice ("Collection Actions"))the consummation of the Contemplated Transactions or the right of the Company to enter into them, or 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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the Company. (b) Legal Proceeding. To the knowledge Knowledge of the Company, there are no officer SEC inquiries or key employee investigations, other governmental inquiries or investigations, or internal investigations pending or threatened in writing, or to the Knowledge of the Company, orally, in each case regarding any accounting practices of the Company or any of its subsidiaries 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 Company’s employees, their services provided in connection with the Company’s business, any information, Intellectual Property, code or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. (b) Except as set forth in Section 3.20(b) of the Company Disclosure Schedule, neither the Company, any Company Subsidiary, nor any Company Associate is a party or 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 Company or any of its subsidiariesSubsidiaries, taken as a whole. (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) There Except as set forth on Part 3.22(a) of the Company Disclosure Schedule, there is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the knowledge Knowledge of the Company, no person Person has threatened in writing to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any of its subsidiaries the Company Subsidiary or any of their respective the assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought owned, used or controlled by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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 would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding Legal Proceeding. (b) There is no Order to which the Company or the Company Subsidiary, or any of the assets owned or used by the Company or the Company Subsidiary, is subject. To the Knowledge of the Company, there is no proposed Order that, if issued or otherwise put into effect (i) would reasonably be expected to have a Material Adverse Effect material adverse effect on the Company. (b) To ’s or the knowledge of Company Subsidiary’s business, condition, assets, Liabilities, operations, financial performance or net income or on the Company, no officer or key employee of any ability of the Company or the Company Subsidiary to comply with or perform any of its subsidiaries is subject to any order, writ, injunction, judgment covenant or decree that prohibits such officer obligation under this Agreement or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Company Related Agreements or (ii) would reasonably be expected to have the effect of preventing, delaying, or making illegal the Merger or any of its subsidiariesthe other transactions contemplated by this Agreement or the Related Agreements. (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) There Except as set forth in Part 2.20(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of the Company, Company and the Shareholders) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any of its subsidiaries the assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Company; 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 would 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 which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding. (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. (bc) There is no order, writ, injunction, judgment or decree to which the Company, 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 assets owned or used by the Company. To the best of the knowledge of the CompanyCompany and the Shareholders, no officer or key employee of any Employee of the Company or any of its subsidiaries 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 Company or any of its subsidiariesCompany's business. (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) There Except as set forth in Part 2.19(a) of the Company Disclosure Schedule, there is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the knowledge of the Company's Knowledge, no person Person has overtly threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned or used by any of the Acquired Corporations; or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined Person whose liability has or may have been retained or assumed, in Section 3.20(a)) brought any manner, by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge Company's Knowledge, 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 would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably Legal Proceeding, except for any such Legal Proceeding that will not at any time be expected deemed to have a Material Adverse Effect on the CompanyAcquired 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 knowledge of the Company's Knowledge, no officer or key employee of any of the Company 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 its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There is no suitpending Legal Proceeding and, action or legal proceedings pending, and to the knowledge Knowledge of the CompanyCompany or the Selling Shareholders, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Companies or any of its subsidiaries the assets owned or used by any of the Acquired Companies or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or Person whose liability any of its subsidiaries in the ordinary course Acquired Companies has or may have retained or assumed, either contractually or by operation of business and consistent with past practice ("Collection Actions"))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 knowledge Knowledge of the CompanyCompany or the Selling Shareholders, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would will or could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (b) There is no order, writ, injunction, judgment or decree to which any of the Acquired Companies, or any of the assets owned or used by each of the Acquired Companies, is subject. To the knowledge Knowledge of the CompanyCompany or the Selling Shareholders, no officer or key other employee of any of the Company or any of its subsidiaries Acquired 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 Company or any of its subsidiariesrespective Acquired Company’s business. (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) There Except as set forth in Part 2.19(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, Acquired Companies) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the any Acquired Company or any of its subsidiaries the assets owned 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 Company or any Person whose liability an Acquired Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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 would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 Acquired Company, or any of the assets owned or used by any Acquired Company, is subject. To the knowledge of the CompanyAcquired Companies, no officer or key employee none of the shareholders of any of the Company or any of its subsidiaries 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 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 Company or any of its subsidiariessuch Acquired Company’s business. (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) There Except as set forth on Part 2.16 of the Company Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge Knowledge of the Company, ) no person Person has threatened in writing to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any Subsidiary of its subsidiaries the Company, any Company Associate (in his or her capacity as such) or any of their respective the material assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought owned or used by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be Legal Proceeding. With regard to any Legal Proceeding set forth on Part 2.16 of the 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 such Legal Proceeding. The Company has an insurance policy or policies that is expected to have a Material Adverse Effect on cover such Legal Proceeding and has complied with the Companyrequirements of such insurance policy or policies 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 Company, or any of the material assets owned or used by the Company or any Subsidiary of the Company, is subject. To the knowledge Knowledge of the Company, no officer or key employee of any other Key Employee of the Company or any Subsidiary of its subsidiaries 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 Company or to 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 material assets owned or arbitrator outstanding against used by the Company or any Subsidiary 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 obligationCompany.

Legal Proceedings; Orders. (a) There Except as set forth in Section 2.21 of the Company Disclosure Schedule, there is no suit, action or legal proceedings pendingpending in writing Legal Proceeding, and (to the knowledge Knowledge of the Company, ) no person Person has threatened in writing to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any Subsidiary of its subsidiaries the Company, any director or officer of the Company (in his or her capacity as such) or any of their respective the material assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought owned or used by the Company or and/or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Subsidiary; 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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be Legal Proceeding. With regard to any Legal Proceeding set forth on Section 2.21 of the 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 such Legal Proceeding. The Company has an insurance policy or policies that is expected to have a Material Adverse Effect on cover such Legal Proceeding and has complied with the Companyrequirements of such insurance policy or policies 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 Company, or any of the material assets owned or used by the Company or any Subsidiary of the Company, is subject. To the knowledge Knowledge of the Company, no officer or other key employee of any of the Company or any Subsidiary of its subsidiaries 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 Company Business or to any of material assets owned or used by the Company or any of its subsidiaries. (c) Section 3.07 Subsidiary 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 obligationCompany.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Companies, any business of any of the Acquired Companies or any of its subsidiaries the assets owned, leased 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Companies; 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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding of the Companytype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 2.10(a). (b) There is no Order to which any of the Acquired Companies, or the assets owned or used by any of the Acquired Companies (including, without limitation, any product Commercialized or intended to be Commercialized by any of the Acquired Companies), is subject. To the knowledge of the Company, no officer or other key employee of any of the Company or any of its subsidiaries Acquired 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 Company or any of its subsidiariesAcquired Companies. (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) There As of the date of this Agreement, there is no suitpending Legal Proceeding and, action or legal proceedings pending, and to the knowledge of the Company’s Knowledge, no person Person has threatened to commence any suitLegal Proceeding affecting $62,500 or more of damages or liability, action and no Persons have threatened to commence any Legal Proceeding affecting an aggregate of $62,500 or proceedingmore of damages or liability: (i) that involves (A) the Company or Company, (B) any of its subsidiaries Subsidiaries, (C) any Company Associate (in his or her capacity as such) or (D) any of their respective the material assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought owned or used by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyContemplated 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 its Subsidiaries, or any of the material assets owned or used by the Company or any of its Subsidiaries, is subject affecting $62,500 or more of damages or liability. To the knowledge of the Company’s Knowledge, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company 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 Subsidiaries or to any Governmental Entity material assets owned or arbitrator outstanding against used by 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 obligationSubsidiaries.

Legal Proceedings; Orders. (aExcept as set forth in Part 2.20(a) There of the Disclosure Schedule, there is no suitpending Legal Proceeding and, action or legal proceedings pending, and to the best of the knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Companies or any of its subsidiaries the assets owned or used by any of the Acquired Companies or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or Person whose liability any of its subsidiaries in the ordinary course Acquired Companies has or may have retained or assumed, either contractually or by operation of business and consistent with past practice ("Collection Actions"))law; 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; (iii) that relates to the ownership of any share capital of any of the Acquired Companies, or any option or other right to the Merger share capital of any of the Acquired Companies, or right to receive consideration as a result of this Agreement; or (iv) seeking to compel any of the Acquired Companies, Purchaser or any Subsidiary of Purchaser to dispose of or hold separate any material assets as a result of the Agreement 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 would will or could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding Legal Proceeding. Except as set forth in Part 2.20(a) of the Disclosure Schedule, since inception, no Legal Proceeding has ever been commenced by or has ever been pending against any of the Acquired Companies. There is no order, writ, injunction, judgment or decree involving or naming any of the Acquired Companies to which would reasonably be expected to have a Material Adverse Effect on any of the Company. (b) Acquired Companies, or any of the assets owned or used by each of the Acquired Companies, is subject. To the best of the knowledge of the Company, no officer director or key other employee of any of the Company or any of its subsidiaries Acquired Companies is subject to any order, writ, injunction, judgment or decree that prohibits such officer director or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Company or any of its subsidiariesrespective Acquired Company's business. (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. (aA) There Except as set forth in Part 2.21(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, 's knowledge) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Acquired Corporations, any Company Associate (in his or her capacity as such) or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge Except as set forth in Part 2.21(a) of the 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 would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would Legal Proceeding. The Legal Proceedings identified in Part 2.21(a) of the Disclosure Schedule have not had and, if decided adversely to any Acquired Corporation, could not reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect. (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 subject 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 knowledge of the Company's knowledge, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.21(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Acquired Corporations, any Company Associate (in his or her capacity as such) or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would Legal Proceeding. The Legal Proceedings identified in Part 2.21(a) of the Disclosure Schedule have not had and, if decided adversely to any Acquired Corporation, could not reasonably be expected to have or result in a Company Material Adverse Effect on the CompanyEffect. (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 knowledge of the Company, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.19 of the Company Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge Knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned or used by any of the Acquired Corporations or any Person whose liability the Acquired Corporations has or may have retained or assumed, either contractually or by operation of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (b) Except as set forth in Part 2.19 of the Company Disclosure Schedule, no Legal Proceeding has ever been commenced by or has ever been pending against any of the Acquired Corporations. (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, are subject. To the knowledge Knowledge of the Company, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 3.10(a) of the Company Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Metuchen Companies, any business of any of the Metuchen Companies or any of its subsidiaries the assets owned, leased 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Metuchen 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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding of the Companytype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 3.10(a). (b) There is no Order to which any of the Metuchen Companies, or the assets owned or used by any of the Metuchen Companies (including, without limitation, any product Commercialized or intended to be Commercialized by any of the Metuchen Companies), is subject. To the knowledge of the Company, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesMetuchen Companies. (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) There is no suitno, action or legal proceedings and there has not been in the past three (3) years, any pending, and or threatened in writing, Legal Proceeding and, to the knowledge of the CompanyContributor, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company CHB Companies, any business of any of the CHB Companies or any of its subsidiaries the assets owned, leased 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 Company or any of its subsidiaries in the ordinary course of business CHB Companies; and consistent with past practice ("Collection Actions")); or (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 knowledge of Contributor, as of the Companydate hereof, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding of the Companytype described in clause (i) and clause (ii) of the first sentence of this Section 2.9(a). (b) There is no Order to which any of the CHB Companies, or any of the assets owned or used by any of the CHB Companies, is subject that has had or would have or result in, either individually or in the aggregate, a CHB Material Adverse Effect. To the knowledge of the CompanyContributor, no director, officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesCHB Companies. (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. Except as set forth in Schedule 5.15 and Environmental, Health and Safety Liabilities: (a) There is no suit, action or legal proceedings pending, and to the knowledge of the Company, no person has threatened to commence any suit, action or proceedingpending Proceeding: (i) that involves has been commenced by or against any Acquired Company or the Company Principal Shareholder or, to the Knowledge of the Company, that otherwise relates to or may affect the business of, or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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, exists that would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected Proceeding. The Company has delivered to have a Material Adverse Effect on the CompanyParent copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 5.15. (b) To There is no Order: (i) to which any Acquired Company or the knowledge 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 Company; and (iii) to the Knowledge of the Company, no officer to which any officer, director or key employee of any of the Acquired Company or any of its subsidiaries 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 of the Acquired Company or any of its subsidiariesotherwise. (c) Section 3.07 None of the Company Disclosure Schedule sets forth, as Acquired Companies is in violation in any material respect of any Order to which it is subject. To the Knowledge of the date Company, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of this Agreementtime) a violation of or failure to comply in any material respect, a complete and accurate list of (i) all judgments, decrees, injunctions, rules and orders with any term or requirement of any Governmental Entity or arbitrator outstanding against the Order to which any Acquired Company or any of its subsidiaries and (ii) a complete and accurate list of each settlement the assets owned or similar agreement in respect 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 pending or threatened suit, action, proceeding, judgment, decree, injunction, rule or order of Order to which any Governmental Entity or arbitrator which the Acquired Company or any of its subsidiaries the assets owned or used by any Acquired Company, is or has entered into or become bound by since July 1, 2000 and with respect to which the Company has a continuing obligationbeen subject.

Legal Proceedings; Orders. (a) There is no suit, action or legal proceedings pending, pending Legal Proceeding and (to the knowledge Knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned or used by any of the Acquired Corporations or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or Person whose Liability any of its subsidiaries in the ordinary course Acquired Corporations has or may have retained or assumed, either contractually or by operation of business and consistent with past practice ("Collection Actions"))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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the Company. (b) No material Legal Proceeding has ever been commenced by or has ever been pending against any of the Acquired Corporations. (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 knowledge Knowledge of the 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 key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.19(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the any Acquired Company or any of its subsidiaries the assets owned 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 Company or any Person whose liability an Acquired Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 Acquired Company, or any of the assets owned or used by any Acquired Company, 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 knowledge of the Company, no officer or key other employee of any of the Acquired 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 Company or any of its subsidiariessuch Acquired Company's business. (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) There Except as set forth in Part 2.9(a) of the Albireo Disclosure Schedule, during the three-year period prior to the date of this Agreement there has not been, and there is no suit, action or legal proceedings pending, and or threatened in writing, Legal Proceeding and, to the knowledge of the CompanyAlbireo, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Albireo Companies, any business of any of the Albireo Companies or any of its subsidiaries the assets owned, leased 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Albireo 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 knowledge of the CompanyAlbireo, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding of the Companytype described in clause (i) or clause (ii) of the first sentence of this Section 2.9(a). (b) There is no Order to which any of the Albireo Companies, or any of the assets owned or used by any of the Albireo Companies, is subject. To the knowledge of the CompanyAlbireo, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAlbireo Companies. (c) Section 3.07 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 Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of (icourt) all judgments, decrees, injunctions, rules and orders of any Governmental Entity or arbitrator outstanding against the Company 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 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 obligationdebts as they fall due.

Legal Proceedings; Orders. (a) There Except as set forth in Part 4.8 of the Parent Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of the Company, Acquiring Corporations) no person Person has threatened to commence any suit, action Legal Proceeding that has had or proceedingwould reasonably be expected to have a Material Adverse Effect on Parent: (i) that involves any of the Company Acquiring Corporations or any of its subsidiaries the assets owned or used by any of their respective assets the Acquiring Corporations or (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)the best knowledge of the Company) brought by the Company or any Person whose liability any of its subsidiaries in the ordinary course Acquiring Corporations has or may have retained or assumed, either contractually or by operation of business and consistent with past practice ("Collection Actions"))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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 Acquiring Corporations, or any of the assets owned or used by any of the Acquiring Corporations, is subject. To the best of the knowledge of the Company, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariessuch Acquiring Corporation's business. (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) There Except as set forth on Part 2.21(a) of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge of the Company's Knowledge, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 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 would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which Legal Proceeding. The Legal Proceedings identified in Part 2.21(a) of the Disclosure Schedule have not had and, if decided adversely to any Acquired Corporation, would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (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 knowledge of the Company's Knowledge, no officer or other key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Section 2.21 of the Company Disclosure Schedule, as of the date hereof, there is no suit, action or legal proceedings pendingpending in writing Legal Proceeding, and to the knowledge of the Company, no person Person has threatened in writing to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any Subsidiary of its subsidiaries the Company, any director or officer of the Company (in his or her capacity as such) or any of their respective the material assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought owned or used by the Company or and/or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Subsidiary; 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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be Legal Proceeding. With regard to any Legal Proceeding set forth on Section 2.21 of the 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 such Legal Proceeding. The Company has an insurance policy or policies that is expected to have a Material Adverse Effect on cover such Legal Proceeding and has complied with the Companyrequirements of such insurance policy or policies 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 Company, or any of the material assets owned or used by the Company or any Subsidiary of the Company, is subject. To the knowledge Knowledge of the Company, no officer or other key employee of any of the Company or any Subsidiary of its subsidiaries 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 Company Business or to any of material assets owned or used by the Company or any of its subsidiaries. (c) Section 3.07 Subsidiary 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 obligationCompany.

Legal Proceedings; Orders. (a) There Other than Legal Proceedings with respect to Taxes which are being contested in good faith and for which adequate reserves have been made on the Intec Unaudited Interim Balance Sheet, there is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the knowledge Knowledge of the CompanyIntec, no person Person has threatened in writing to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company Intec or any of its subsidiaries the Intec Subsidiary, or to the Knowledge of Intec, any director or officer of Intec (in his or her capacity as such) or any of their respective the material assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought owned or used by the Company Intec or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Intec 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 AgreementTransactions. To the knowledge Knowledge of the CompanyIntec, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (b) There is no material outstanding order, writ, injunction, judgment or decree to which Intec or any Intec Subsidiary, or any of the material assets owned or used by Intec or any Intec Subsidiary, is subject. To the knowledge Knowledge of the CompanyIntec, no officer or key employee of any of the Company Intec or any of its subsidiaries Intec Subsidiary 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 Company Intec 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 Intec Subsidiary or to any Governmental Entity material assets owned or arbitrator outstanding against the Company used by Intec 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 obligationIntec Subsidiary.

Legal Proceedings; Orders. (a) There is Except as set forth in Part 2.8(a) of the Company Disclosure Schedule: (i) there are no suit, action or legal proceedings pending, pending material Legal Proceedings; and (ii) to the knowledge Knowledge of the Company, : (A) no person Governmental Body has threatened to commence any suit, action or proceedingmaterial 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 Company Acquired Corporations or any of its subsidiaries the properties or assets of any Acquired Corporation; (B) any securities of any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 Contemplated Transactions (the Legal Proceedings identified in Part 2.8(a) of the Company Disclosure Schedule being referred to as the “Specified Proceedings”). (b) There is no Order to which any of the Acquired Corporations, or any of the assets or properties owned, leased or used by this Agreementany 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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute executive officer or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to have a Material Adverse Effect on the Company. (b) To the knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries 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 Corporations as it is currently conducted, except as would not have and would not reasonably be expected to have or result in a Company or any of its subsidiariesMaterial Adverse Effect. (c) Section 3.07 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 Company Disclosure Schedule sets forthrelief of debtors or any similar non-U.S. law, as of the date of this Agreement, a complete and accurate list of (i) all judgmentscommenced a voluntary case, decrees, injunctions, rules and orders of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries and (ii) consented to the entry of an order for relief against it in an involuntary case, (iii) consented to the appointment of a complete and accurate list of each settlement receiver, trustee, assignee, liquidator or similar agreement in respect of any pending or threatened suitofficial, action, proceeding, judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator which (iv) made a general assignment for the Company or any benefit of its subsidiaries has entered into creditors or (v) admitted in writing that it is generally unable to pay its debts as they become bound by since July 1, 2000 and with respect to which the Company has a continuing obligationdue.

Legal Proceedings; Orders. (a) There Except as set forth in Section 2.20 of the Company Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge Knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves or affects the Company, any director or officer of the Company (in his or her capacity as such) or any of its subsidiaries the material assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Company; 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 knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding which 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 reasonably be have a Company Material Adverse Effect. With regard to any Legal Proceeding set forth on Section 2.20 of the 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 such Legal Proceeding. The Company has an insurance policy or policies that is expected to have a Material Adverse Effect on cover such Legal Proceeding and has complied with the Companyrequirements of such insurance policy or policies 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 of the material assets owned or used by the Company, is subject. To the knowledge Knowledge of the Company, no officer or other key employee of any of the 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 Company Business or to any of material assets owned or used by the Company or any of its subsidiariesCompany. (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) There is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the best of the knowledge of the Company, ) no person Person has threatened in writing to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned or used by any of the Acquired Corporations or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or Person whose liability any of its subsidiaries in the ordinary course Acquired Corporations has or may have retained or assumed, either contractually or by operation of business and consistent with past practice ("Collection Actions"))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 would could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such legal proceeding Legal Proceeding. Since January 1, 1997, no Legal Proceeding has been commenced by or has ever been pending against any of the Acquired Corporations. There is no order, writ, injunction, judgment or decree to which would reasonably be expected to have a Material Adverse Effect on any of the Company. (b) Acquired Corporations, or any of the assets owned or used by each Acquired Corporation, is subject. To the best of the knowledge of the Company, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesrespective Acquired Corporation's business. (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) There Except as set forth in Part 2.20 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge of the Company, no person Person has threatened to commence any suitLegal Proceeding, action or proceedingwith the exception of Legal Proceedings that have been threatened but have been settled: (i) that involves the Company Acquired Corporation or any of its subsidiaries the assets owned or used by, or any of their respective the Proprietary Assets or other assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by of, the Company Acquired Corporation or any Person whose liability the Acquired Corporation has or may have retained, assumed, or otherwise be liable for, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 knowledge Except as set forth in Part 2.20 of the CompanyDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding, and the Acquired Corporation does not have any reason to expect that an event has occurred that could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding Legal Proceeding. (b) 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 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 it or its properties (whether owned or leased) may be subject except where such violation would reasonably be expected to not have a Material Adverse Effect on the Company. (b) Acquired Corporation. To the best of the knowledge of the Company, no officer or key other employee of any of the Company or any of its subsidiaries Acquired 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 Company or any of its subsidiariesAcquired Corporation’s business. (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) There is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the knowledge Knowledge of the Company, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 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 would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would reasonably be expected to Legal Proceeding. No claim, dispute or Legal Proceeding disclosed in Part 2.19 of the Disclosure Schedule could have or result in a Company Material Adverse Effect on the CompanyEffect. (b) No Legal Proceeding has ever been commenced by or has ever been pending against any of the Acquired Corporations. (c) There is no 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 knowledge Knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries current Acquired 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.20(a) of the Company Disclosure Schedule or as described with reasonable specificity in the Company SEC Documents, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the knowledge of the Company, ) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves any of the Company Acquired Corporations or any of its subsidiaries the assets owned 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 Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))Acquired Corporations; 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 knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, exists that would could reasonably be expected to give rise to or serve as a basis for the commencement of any such legal proceeding which would Legal Proceeding. The Company has furnished to Parent true and correct copies of all non-privileged pleadings, correspondence and other written materials relating to the Legal Proceedings referred to in Part 2.20(a) of the Company Disclosure Schedule. Neither the SEC investigation referred to in Part 2.20(a) of the Company Disclosure Schedule, nor any of the other Legal Proceedings referred to in Part 2.20(a) of the Company Disclosure Schedule, will or could reasonably be expected to have result in a Material Adverse Effect on material liability, penalty, payment, judgment or restriction affecting any of the CompanyAcquired 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 knowledge of the Company, no officer or key employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesAcquired Corporations. (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) There Except as set forth in Part 2.19 of the Disclosure Schedule, there is no suit, action or legal proceedings pendingpending Legal Proceeding, and (to the actual knowledge of the Company, Company and the Shareholders) no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company or any of its subsidiaries the assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 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 would 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 which would reasonably be expected to have a Material Adverse Effect on Legal Proceeding. (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. (bc) There is no order, writ, injunction, judgment or decree to which the Company, 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 assets owned or used by the Company. To the actual knowledge of the CompanyCompany and the Shareholders, no officer or key other employee of any of the 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 Company or any of its subsidiariesCompany's business. (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) There Except as set forth in Part 2.1.20(a) of the Disclosure Schedule, there is no suitpending Legal Proceeding, action or legal proceedings pendingand, and to the best of the knowledge of PhySource and the CompanyShareholders, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company PhySource or any of its subsidiaries the assets owned or any of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought used by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))PhySource; 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 would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 PhySource, 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 assets owned or used by PhySource. To the best of the knowledge of PhySource and the CompanyShareholders, no officer or key other employee of any of the Company or any of its subsidiaries 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 Company or any of its subsidiariesPhySource's business. (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) There is no suit, action or legal proceedings pendingpending Legal Proceeding, and to the knowledge of the CompanyAcquired Corporations, no person Person has threatened to commence any suit, action or proceedingLegal Proceeding: (i) that involves the Company Acquired Corporations or any of its subsidiaries the assets owned, used or controlled by the Acquired Corporations or any Person whose liability the Acquired Corporations have or may have retained or assumed, either contractually or by operation of their respective assets (excluding actions to collect amounts due on Customer Contracts (as defined in Section 3.20(a)) brought by the Company or any of its subsidiaries in the ordinary course of business and consistent with past practice ("Collection Actions"))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 knowledge Agreement or any of the Company, no Related Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that would 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 which would reasonably be expected to have a Material Adverse Effect on the CompanyLegal Proceeding. (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 to which the Acquired Corporations, or any of the assets owned or used by the Acquired Corporations, are subject. To the knowledge of the CompanyAcquired Corporations, no shareholder, officer or key other employee of any of the Company or any of its subsidiaries 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 Company 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 subsidiariesshareholders 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. (cd) Section 3.07 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 sets forthexcluding, as of however, 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 obligationLegal Proceedings set forth on Schedule 9.2(a).