Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a), there is no pending, and to Seller’s Knowledge threatened, Proceeding: (i) by or against Seller or that otherwise relates to or may affect the Business, or the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller. (b) Except as set forth in Part 3.16(b): (i) there is no Order to which Seller, the Business or any of the Assets is subject; and (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth in Part 3.16(c): (i) Seller is, and, at all times since its inception has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller any Acquired Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, any Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers and the Acquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)3.15 of the Disclosure Letter. There are no The Proceedings listed or required to be listed in Part 3.16(a) that could 3.15 of the Disclosure Letter will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of any Acquired Company. (b) Except as set forth in Part 3.16(b):3.15 of the Disclosure Letter: (i) there is no Order to which Sellerany of the Acquired Companies, the Business or any of the Assets assets owned or used by any Acquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To Seller’s Knowledge, [to the Knowledge of Sellers and the Acquired Companies,] no officer, director, agent agent, or employee of Seller any Acquired Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of any Acquired Company. (c) Except as set forth in Part 3.16(c):3.15 of the Disclosure Letter: (i) Seller each Acquired Company is, and, and at all times since its inception , 19 has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller any Acquired Company, or any of the Assets assets owned or used by any Acquired Company, is subject; and (iii) Seller no Acquired Company has not received, at any time since its inception, 19 , any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller any Acquired Company, or any of the Assets assets owned or used by any Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 3.12, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller Target or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, Target; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s KnowledgeMerger. (1) No such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Target has delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Schedule 3.12. There are no The Proceedings listed or required to be listed in Part 3.16(a) that could Schedule 3.12 will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of Target. (b) Except as set forth in Part 3.16(b):Schedule 3.12: (i) there is no Order to which Sellerany of the Target, the Business or any of the Assets assets owned or used by Target, is subject; and (ii) To Seller’s Knowledge, no officer, director, agent agent, or employee of Seller Target is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of Target. (c) Except as set forth in Part 3.16(c):Schedule 3.12: (i) Seller Target is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Target, or any of the Assets assets owned or used by Target is subject; and (iii) Seller Target has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Target, or any of the Assets assets owned or used by Target, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)3.15 of the Disclosure Letter. There are no The Proceedings listed or required to be listed in Part 3.16(a) that could 3.15 of the Disclosure Letter will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of the Company. (b) Except as set forth in Part 3.16(b):3.15 of the Disclosure Letter: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) Sellers are not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To Seller’s Knowledge, no officer, director, agent agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of Company. (c) Except as set forth in Part 3.16(c):3.15 of the Disclosure Letter: (i) Seller the Company is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set Schedule 3.15(a) hereof sets forth in Part 3.16(a), there is no pending, and to Seller’s Knowledge threatened, Proceeding: all pending Proceedings: (i) that have been commenced by or against Seller any of the Companies and which seek damages in excess of $50,000; or that otherwise relates to or may affect the Business, or the Assets; or (ii) that could reasonably be expected to have a Material Adverse Effect on the Companies; or (iii) that challenges, or that may could reasonably be expected to have the effect of preventing, delaying, making illegal illegal, or to the Knowledge of Seller, otherwise adversely interfering with, any of the Contemplated Transactions. To Except as set forth in Schedule 3.15(a), and other than any Proceedings the responsibility for which IESG will assume pursuant to Section 10.9 hereof, to the Knowledge of Seller’s Knowledge, no event such Proceeding has occurred or circumstance exists that is reasonably likely been Threatened against either of the Companies or, with respect to give rise to or serve as a basis for the commencement of clause (iii) hereof, any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on SellerParty. (b) Except as set forth in Part 3.16(b): Schedule 3.15(b) hereof (i) there is no Order to which Sellerany of the Companies, the Business or any of the Assets assets owned or used by any of the Companies, is subject; and , which could reasonably be expected to have a Material Adverse Effect, (ii) To neither any Seller Party, nor, to the Knowledge of Seller’s Knowledge, any agent or independent contractor of the Companies is subject to any Order that relates to the Business of, or any of the assets owned or used by, the Companies, which could reasonably be expected to have a Material Adverse Effect, (iii) no officer or director of either of the Companies, and to the Knowledge of Seller, no officeragent, director, agent independent contractor or employee Employee of Seller any of the Companies is subject to any Order that prohibits such officer, director, agent agent, independent contractor or employee Employee from engaging in or continuing any conduct, activity activity, or practice relating to the Business. Business and (civ) Except as set forth in Part 3.16(c): (i) neither any Seller is, and, at all times since its inception has been in compliance in all material respects with all of the terms and requirements of each Order to which it or Party nor any of the Assets is or Companies has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inceptionfrom January 1, 2002 through the Closing Date, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller any of the Companies, or any of the Assets assets owned or used by any of the Companies, is or has been subjectsubject and which could reasonably be expected to have a Material Adverse Effect.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a3.18(a), there is no pendingpending or, and to the Knowledge of Seller’s Knowledge threatened, threatened Proceeding: (i) by or against Seller or that otherwise relates to or may affect the BusinessBusiness of, or any of the Assetsassets owned or used by, Seller; or (ii) against Seller that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a3.18(a). There are no Proceedings listed or required to be listed in Part 3.16(a3.18(a) that could have a Material Adverse Effect Affect on Sellerthe Business, operations, assets, condition or prospects of Seller or upon the Assets. (b) Except as set forth in Part 3.16(b3.18(b): (i) there is no Order to which Seller, the Business or any of the Assets is subject; and (ii) To to the Knowledge of Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth in Part 3.16(c3.18(c): (i) Seller is, and, at all times since its inception December 31, 1999, has been in compliance in all material respects with all of the terms and requirements of each Order to which it they, the Business, or any of the Assets is or has been subjectsubject except where the failure to be in such compliance would not have a Material Adverse Effect; (ii) No no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Seller, the Business, or any of the Assets is subject; and (iii) Seller has not received, at any time since its inceptionDecember 31, 1999, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Seller, the Business, or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15(a) of the Disclosure Letter, to the Knowledge of Sellers there is no pending, and to Seller’s Knowledge threatened, pe nding Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. . (b) To Seller’s Knowledgethe Knowledge of Sellers, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered Sellers have made available to Buyer copies of all pleadings, correspondence non-privileged correspondence, and other non-privileged documents relating to each Proceeding listed in Part 3.16(a). There are no 3.15(b) of the Disclosure Letter and (3) the Proceedings listed or required to be listed in Part 3.16(a3.15(b) that could of the Disclosure Letter will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, or condition of the Company. (bc) Except as set forth in Part 3.16(b):3.15(c) of the Disclosure Letter, to the Sellers' Knowledge: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To Seller’s Knowledge, no officer, directordirector or employee, agent or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (cd) Except as set forth in Part 3.16(c):3.15(d) of the Disclosure Letter, to the Sellers' Knowledge: (i) Seller the Company is, and, and at all times since its inception has been been, in substantial compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller or the Company that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers and the Company, no event such Proceeding as described above has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceedingbeen Threatened. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)3.15 of the Disclosure Letter. There are no The Proceedings listed or required to be listed in Part 3.16(a) that could 3.15 of the Disclosure Letter will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of the Company. (b) Except as set forth in Part 3.16(b):3.15 of the Disclosure Letter: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) Sellers are not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To Seller’s Knowledge, no officer, director, agent agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):3.15 of the Disclosure Letter: (i) Seller the Company is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller any Acquired Company or that otherwise relates to or may affect have a material effect on the Businessbusiness of, or any of the Assetsassets owned or used by, any Acquired Company; or (ii) that challenges, or that may have the effect of preventingwould, delayingif successful, making illegal prevent, delay, make illegal, or otherwise interfering interfere with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers and the Acquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer Buyers or shall have made available to Buyers on Buyers' request copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller3.15 of the Disclosure Letter. (b) Except as set forth in Part 3.16(b):Parts 3.14, 3.15 and 3.19 of the Disclosure Letter: (i) there is no Order to which Sellerany of the Acquired Companies, the Business or any of the Assets assets owned or used by any Acquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of Sellers and the Acquired Companies, no officer, director, agent agent, or employee of Seller any Acquired Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of any Acquired Company. (c) Except as set forth in Part 3.16(c):Parts 3.14, 3.15 and 3.19 of the Disclosure Letter: (i) Seller each Acquired Company is, and, and at all times since its inception June 30, 1997 has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.or

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 5.13, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that, to the Knowledge of the Sellers, has been commenced by or against Seller or the Subject Company or, to the Knowledge of the Sellers, that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Subject Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of the Sellers, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has The Sellers have delivered to Buyer the Purchaser copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Schedule 5.13. There are no To the Knowledge of the Sellers, the Proceedings listed in Schedule 5.13 will not, individually or required to be listed in Part 3.16(a) that could the aggregate, have a Material Adverse Effect on Sellerthe business, operations, assets, condition or prospects of the Subject Company. (b) Except as set forth in Part 3.16(b):Schedule 5.13: (i) there is no Order to which Seller, the Business Subject Company or any of the Assets assets owned or used by the Subject Company, is subject; (ii) none of the Sellers is subject to any Order that relates to the business of, or any of the assets owned or used by, the Subject Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of the Sellers, no officer, director, agent or employee of Seller the Subject Company is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of the Subject Company. (c) Except as set forth in Part 3.16(c):Schedule 5.13: (i) Seller the Subject Company is, and, and at all times since its inception January 1, 1995, has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No to the Knowledge of the Sellers, no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Subject Company or any of the Assets assets owned or used by the Subject Company, is subject; and (iii) Seller the Subject Company has not received, at any time since its inceptionJanuary 1, 1995, any written or, to the Knowledge of the Sellers, other notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Order to which Seller the Subject Company or any of the Assets assets owned or used by the Subject Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller any Acquired Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, any Acquired Company; or (ii) to the Knowledge of Seller and the Acquired Companies, that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Seller and the Acquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller The Company has delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller3.15 of the Disclosure Letter. (b) Except as set forth in Part 3.16(b):3.15 of the Disclosure Letter: (i) there is no Order to which Sellerany of the Acquired Companies, the Business or any of the Assets assets owned or used by any Acquired Company, is subject; (ii) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of Seller and the Acquired Companies, no officer, director, agent agent, or employee of Seller any Acquired Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of any Acquired Company. (c) Except as set forth in Part 3.16(c):3.15 of the Disclosure Letter: (i) Seller each Acquired Company is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except for the Bankruptcy Case, and as otherwise set forth in Part 3.16(a), there is no pending, and to Seller’s Knowledge threatened, Proceeding: (i) by or against Seller or that otherwise relates to or may affect the Business, or the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding, except as otherwise referenced above. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect material adverse effect on Sellerthe Business, its operations, assets, condition or prospects or upon the Assets. (b) Except Subject to the entry of the Approval Order and except as set forth in Part 3.16(b): (i) there is no Order to which Seller, the Business or any of the Assets is subject; and (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth in Part 3.16(c): (i) Seller is, and, at all times since its inception December 31, 2009 has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inceptionDecember 31, 2009, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a), there There is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Special Partnership or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Special Partnership ; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Seller and the Special Partnership, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller. (b) Except as set forth in Part 3.16(b):In addition, with respect to the Special Partnership: (i) there is no Order to which Sellerthe Special Partnership, the Business or any of the Assets assets owned or used by the Special Partnership, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Special Partnership; and (iiiii) To Seller’s Knowledgeto the Knowledge of Seller and the Special Partnership, no officer, director, agent agent, or employee of Seller the Special Partnership is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Special Partnership. (c) Except as set forth in Part 3.16(c):With respect to the Special Partnership: (i) Seller the Special Partnership is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Special Partnership, or any of the Assets assets owned or used by the Special Partnership , is subject; and (iii) Seller the Special Partnership has not received, at any time since its inceptiontime, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Special Partnership , or any of the Assets assets owned or used by the Special Partnership, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15 of the Company Disclosure Schedule, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller or that otherwise relates to or may affect the Business, or the AssetsCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe knowledge of the Company, (1) no such Proceeding has been threatened, and (2) no event has occurred or circumstance exists that is could reasonably likely be expected to give rise to or serve as a basis for the commencement of any such Proceeding. Seller The Company has delivered or made available to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller3.15 of the Company Disclosure Schedule. (b) Except as set forth in Part 3.16(b):3.15 of the Company Disclosure Schedule: (i) there is no Order to which Sellerthe Companies, the Business or any of the Assets assets owned or used by the Company, is subject; and (ii) To Seller’s Knowledgeto the knowledge of the Company, no officer, director, agent agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):3.15 of the Company Disclosure Schedule: (i) Seller is, and, at all times since its inception has been the Company is in compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inceptionApril 30, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.14 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or the Shareholder (relating to the Business) or that otherwise relates to or may affect the Business, or any of the Assetsassets owned or used by the Company; or (ii) that has been commenced by or against the Company or the Shareholder, that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe knowledge of the Company and the Shareholder, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a reasonable basis for the commencement of any such Proceeding. Seller The Company has delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)3.14 of the Disclosure Letter. There are no The Proceedings listed or required to be listed in Part 3.16(a) that could have 3.14 of the Disclosure Letter will not interfere in any material respect with, or result in costs, expenses or damages exceeding $10,000, in the aggregate to, the Business, operations, assets, condition, or prospects of the Company. Also listed in Part 3.14 of the Disclosure Letter are all Proceedings commenced or, to the knowledge of the Company and the Shareholder, threatened by or against the Company within the last three years, and a Material Adverse Effect on Sellerdescription of the outcome thereof. (b) Except as set forth in Part 3.16(b):3.14 of the Disclosure Letter: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) no shareholder of the Company is subject to any Order that relates to the business of, or any of the assets owned or used by the Company; and (iiiii) To Seller’s Knowledge, no officer, director, agent or to the knowledge of the Company or the Shareholder, no agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):3.14 of the Disclosure Letter: (i) Seller the Company is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 5.13, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that, to the Knowledge of the Sellers, has been commenced by or against Seller or the Subject Company or, to the Knowledge of the Sellers, that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Subject Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of the Sellers, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has The Sellers have delivered to Buyer the Purchaser copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Schedule 5.13. There are no To the Knowledge of the Sellers, the Proceedings listed in Schedule 5.13 will not, individually or required to be listed in Part 3.16(a) that could the aggregate, have a Material Adverse Effect on Sellerthe business, operations, assets, condition or prospects of the Subject Company. (b) Except as set forth in Part 3.16(b):Schedule 5.13: (i) there is no Order to which Seller, the Business Subject Company or any of the Assets assets owned or used by any of the Subject Companies, is subject; (ii) none of the Sellers is subject to any Order that relates to the business of, or any of the assets owned or used by, the Subject Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of the Sellers, no officer, director, agent or employee of Seller the Subject Company is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of the Subject Company. (c) Except as set forth in Part 3.16(c):Schedule 5.13: (i) Seller the Subject Company is, and, and at all times since its inception incorporation, has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No to the Knowledge of the Sellers, no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Subject Company or any of the Assets assets owned or used by the Subject Company, is subject; and (iii) Seller the Subject Company has not received, at any time since its inceptionincorporation, any written or, to the Knowledge of the Sellers, other notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Order to which Seller the Subject Company or any of the Assets assets owned or used by the Subject Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 3.11, there is no pending, and pending Proceeding to the knowledge of Seller’s Knowledge threatened, Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered or made available to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on SellerSchedule 3.11. (b) Except as set forth in Part 3.16(b):Schedule 3.11: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of Seller and the Companies, no officer, director, agent agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):Schedule 3.11 to the knowledge of Seller: (i) Seller the Company is, and, and at all times since its inception has March 22, 1988, been in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inceptionMarch 22, 1988, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a3.18(a), there is no pendingpending or, and to Seller’s Knowledge threatenedSellers’ and/or Foreign Subsidiaries’ Knowledge, threatened Proceeding: (i) by or against any Seller or any Foreign Subsidiary or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, such Seller or Foreign Subsidiary; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers and Foreign Subsidiaries, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers and Foreign Subsidiaries have delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a3.18(a). There are no Proceedings listed or required to be listed in Part 3.16(a3.18(a) that could have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition or prospects of Sellers or Foreign Subsidiaries or upon the Assets. (b) Except as set forth in Part 3.16(b3.18(b): (i) there is no Order to which Sellerany Seller or any Foreign Subsidiary, the Business its business or any of the Assets is subject; and (ii) To Seller’s Knowledgeto the Knowledge of Sellers and/or Foreign Subsidiaries, no officer, director, agent or employee of any Seller or any Foreign Subsidiary is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of such Seller or Foreign Subsidiary. (c) Except as set forth in Part 3.16(c3.18(c): (i) each Seller and each Foreign Subsidiary is, and, at all times since its inception January 1, 2010, has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which any Seller or any Foreign Subsidiary or any of the Assets is subject; and (iii) no Seller and no Foreign Subsidiary has not received, at any time since its inceptionJanuary 1, 2010, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which such Seller or Foreign or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 5.13, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that, to the Knowledge of the Sellers, has been commenced by or against Seller or the Subject Company or, to the Knowledge of the Sellers, that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Subject Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of the Sellers, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has The Sellers have delivered to Buyer the Purchaser copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Schedule 5.13. There are no To the Knowledge of the Sellers, the Proceedings listed in Schedule 5.13 will not, individually or required to be listed in Part 3.16(a) that could the aggregate, have a Material Adverse Effect on Sellerthe business, operations, assets, condition or prospects of the Subject Company. (b) Except as set forth in Part 3.16(b):Schedule 5.13: (i) there is no Order to which Seller, the Business Subject Company or any of the Assets assets owned or used by any of the Subject Companies, is subject; (ii) none of the Sellers is subject to any Order that relates to the business of, or any of the assets owned or used by, the Subject Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of the Sellers, no officer, director, agent or employee of Seller the Subject Company is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of the Subject Company. (c) Except as set forth in Part 3.16(c):Schedule 5.13: (i) Seller the Subject Company is, and, and at all times since its inception January 1, 1995, has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No to the Knowledge of the Sellers, no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.Order

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a4.17(a), there is no pendingpending or, and to Seller’s the Knowledge threatenedof Parascript, threatened Proceeding: (i) by or against Seller or Parascript that otherwise relates to or may affect the Business, or the Assetshave a Parascript Material Adverse Effect; or (ii) that challenges, or that may would have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To SellerParascript’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a reasonable basis for the commencement of any such Proceeding. Seller Parascript has delivered to Buyer AHC copies of all pleadings, correspondence and other documents relating to each any Proceeding listed in Part 3.16(a4.17(a). There are no Proceedings listed or required to be listed in Part 3.16(a4.17(a) that could would have a Material Adverse Effect on Sellerthe business, operations, or condition of Parascript. (b) Except as set forth in Part 3.16(b4.17(b): (i) there is no Order to which SellerParascript, the Business its business or any of the Assets its assets is subject; and (ii) To Seller’s Knowledgeto the Knowledge of Parascript, no officer, directorMember, agent Manager, or employee of Seller Parascript is subject to any Order that prohibits such officer, directorMember, Manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of Parascript. (c) Except as set forth in Part 3.16(c4.17(c): (i) Seller Parascript is, and, at all times since its inception January 1, 2004, has been in material compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets its assets is or has been subject; (ii) No to the Knowledge of Parascript, no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Parascript or any of the Assets its assets is subjectsubject which would result in a Parascript Material Adverse Effect; and (iii) Seller Parascript has not received, at any time since its inceptionJanuary 1, 2004, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Parascript or any of the Assets its assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)on Schedule 3.16, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)on Schedule 3.16. There are no The Proceedings listed on Schedule 3.16 are for the sole account of the Sellers and, upon the Closing, the Sellers assume the obligation to defend, settle and pay any amounts owed or required owing in connection with such Proceedings, and the failure thereof by the Sellers shall entitle the Indemnified Persons (as defined in Section 10.2) to be listed in Part 3.16(a) that could have a Material Adverse Effect on Sellerindemnified by the Sellers pursuant to Section 10.2. (b) Except as set forth in Part 3.16(b):on Schedule 3.16: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To Seller’s Knowledge, no officer, director, agent or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):on Schedule 3.16: (i) Seller the Company is, and, and at all times since its inception January 1, 1992 has been been, in full compliance in all material respects with all of the terms and requirements of each Order Order, if any, to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inceptionJanuary 1, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Section 3.15(a) of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers and the Company, (1) no such Proceeding has been threatened, and (2) no event has occurred or circumstance exists that is could reasonably likely be expected to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Section 3.15(a) of the Disclosure Letter. There are no The Proceedings listed or required to be listed in Part 3.16(aSection 3.15(a) that could of the Disclosure Letter will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition or, to the Sellers' Knowledge, prospects of the Company. (b) Except as set forth in Part 3.16(b):Section 3.15(b) of the Disclosure Letter: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To Seller’s Knowledge, no officer, director, agent agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):Section 3.15(c) of the Disclosure Letter: (i) Seller the Company is, and, and at all times since its inception January 1, 1998 has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inceptionJanuary 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 3.11, there is no pendingpending action, and to Seller’s Knowledge threatened------------- arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental body or arbitrator ("Proceeding:"); (i) that has been commenced by or against Seller Acquiror or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, Acquiror; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the transactions contemplated hereby (the "Contemplated Transactions"). To Seller’s Knowledgethe best knowledge of Acquiror, (1) no such Proceeding has been threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Acquiror has delivered to Buyer Transferors copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Schedule 3.11. There are no The Proceedings listed or required to be listed in Part 3.16(a) that could Schedule 3.11 will not ------------- ------------- have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of Acquiror. (b) Except as set forth in Part 3.16(b):Schedule 3.11(b): ---------------- (i) there is no Order award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other governmental body or by any arbitrator ("Order") to which Seller, the Business Acquiror or any of the Assets assets owned or used by Acquiror is subject; and (ii) To Seller’s Knowledge, no officer, director, agent agent, or employee of Seller Acquiror is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of Acquiror. (c) Except as set forth in Part 3.16(c):Schedule 3.11(c): ---------------- (i) Seller Acquiror is, and, and at all times since its inception January 1, 1995 has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Acquiror, or any of the Assets assets owned or used by Acquiror, is subject; and (iii) Seller Acquiror has not received, at any time since its inceptionJanuary 1, 1995, any notice or other communication (whether oral or written) from any Governmental Body governmental body or any other Person person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Acquiror, or any of the Assets assets owned or used by Acquiror, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 4.14 is a true and correct list of all Proceedings and Orders pending, entered into or, to the Knowledge of Seller, Threatened against, affecting or involving Seller or any of its respective assets or businesses, or the Contemplated Transactions, since December 31, 2013, and there is no pending, and fact to Seller’s the Knowledge threatened, Proceeding: (i) by or against of Seller or that otherwise relates to or may affect the Business, or the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as would provide a basis for any other Proceeding or Order. To the commencement Knowledge of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller. (b) Except as set forth in Part 3.16(b): (i) there is no Order to which Seller, the Business or any of the Assets is subject; and (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusinesses of Seller as currently conducted. (cb) Except as set forth in Part 3.16(c): on Schedule 4.14, Seller: (i) is not subject to any cease and desist or other Order or enforcement action issued by; (ii) is not a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is not a party to any commitment letter or similar undertaking to; (iv) is not subject to any Order or directive by; (v) is not subject to any supervisory letter from; (vi) has not been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has not adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, (x) that in any material manner relates to its capital adequacy, (y) restricts its ability to pay dividends, or (z) limits in any material manner its credit or risk management policies, its management or its business; nor has Seller isbeen advised by any Regulatory Authority that it is considering issuing, andinitiating, at all times since its inception has been in compliance in all material respects with all of the terms and requirements of each Order to which it ordering or requesting any of the Assets is or has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subjectforegoing.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15(a) of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a reasonable basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadingspleadings and correspondence, correspondence and other documents relating to each Proceeding listed in Part 3.16(a)3.15(a) of the Disclosure Letter. There are no The Proceedings listed or required to be listed in Part 3.16(a3.15(a) that of the Disclosure Letter have not had and could not be reasonably expected to have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of the Company. (b) Except as set forth in Part 3.16(b):3.15(b) of the Disclosure Letter: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of Seller and the Company, no officer, director, agent agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):3.15(c) of the Disclosure Letter: (i) Seller the Company is, and, and at all times since its inception December 31, 2002 has been been, in compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to materially comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and; (iii) Seller the Company has not received, at any time since its inceptionDecember 31, 2003, any notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject; and (iv) the Company has not been subject to or otherwise participated in any Proceeding since December 31, 2002.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Acquired Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller3.15 of the Disclosure Letter. (b) Except as set forth in Part 3.16(b):part 3.15 of the Disclosure Letter and to the Knowledge of Sellers: (i) there is no Order to which Sellerany of the Acquired Company, the Business or any of the Assets assets owned or used by the Acquired Company, is subject; (ii) neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Acquired Company; and (iiiii) To Seller’s Knowledge, no officer, director, agent agent, or employee of Seller the Acquired Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Business. (c) Except as set forth in Part 3.16(c): (i) Seller is, and, at all times since its inception has been in compliance in all material respects with all business of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subjectAcquired Company.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Item 3.9(a) of the Disclosure Schedule or in the SEC Reports, (i) there is no pendingpending or, and to Seller’s Knowledge threatened's knowledge, threatened Proceeding: (i) , that has been commenced by or against Seller any Acquired Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, any Acquired Company that individually or in the aggregate, could have a Material Adverse Effect on the Acquired Companies, taken as a whole; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledge's knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(aItem 3.9(a) that could have a Material Adverse Effect on Sellerof the Disclosure Schedule. (b) Except as set forth in Part 3.16(b): Item 3.9(b) of the Disclosure Schedule or in the SEC Reports, (i) there is no Order to which Sellerany of the Acquired Companies, the Business or any of the Assets assets owned or used by any Acquired Company, is subject; and (ii) To Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (iii) to Seller’s Knowledge's knowledge, no officer, director, agent agent, or employee of Seller any Acquired Company (other than Seller) is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Business. (c) Except as set forth in Part 3.16(c): (i) Seller is, and, at all times since its inception has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement business of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subjectAcquired Company.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a3.18(a), there is no pendingpending or, and to Seller’s Knowledge threatenedKnowledge, threatened Proceeding: (i) by or against Seller or that otherwise relates or, to or may affect the BusinessKnowledge of Seller, involving the Business or the Purchased Assets; or (ii) that has been commenced against Seller or the Shareholders and that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a3.18(a). There are no Proceedings listed or required to be listed in Part 3.16(a3.18(a) that could have a Material Adverse Effect on SellerEffect. (b) Except as set forth in Part 3.16(b3.18(b): (i) there is no Order to which Seller, the its Business or any of the Purchased Assets is subject; and (ii) To to the Knowledge of Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth in Part 3.16(c3.18(c): (i) Seller is, and, at all times since its inception January 1, 2014, has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Purchased Assets is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Purchased Assets is subject; and (iii) Seller has not received, at any time since its inceptionJanuary 1, 2014, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Purchased Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Section 3.15(a) of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Sellers and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Section 3.15(a) of the Disclosure Letter. There are no The Proceedings listed or required to be in Section 3.15(a) of the Disclosure Letter (excluding Items 1 and 2 listed in Part 3.16(aSection 3.15(a)) that could will not have a Material Adverse Effect on Sellerthe business, operations, assets, condition, or prospects of the Company. (b) Except as set forth in Part 3.16(b):Section 3.15(b) of the Disclosure Letter: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To Seller’s Knowledge, no officer, director, agent director or employee of Seller the Company or, to the Knowledge of Sellers and the Company, any consultant, contractor or agent of the Company is subject to any Order that prohibits such officer, director, employee, consultant, contractor or agent or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):Section 3.15(c) of the Disclosure Letter: (i) Seller the Company is, and, and at all times since its inception April 1, 2001 has been been, in material compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inceptionApril 1, 2001, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a), there There is no pendingpending or, and to Seller’s Knowledge threatenedKnowledge, threatened Proceeding: (i) by or against Seller or that otherwise relates to or may affect the Business, or the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller. (b) Except as set forth in Part 3.16(b): (i) there is no Order to which Seller, the Business or any of the Assets is subject; and (ii) To Seller’s Knowledge, no No officer, director, manager, agent or employee of Seller is subject to any Order that prohibits such officer, director, manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth in Part 3.16(c): (i) Seller is, and, at all times since its inception December 31, 2009 has been in compliance in all material respects with all of the terms and requirements of each Order Order, if any, to which it or any of the Assets is or has been subject; (ii) No To Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order Order, if any, to which Seller or any of the Assets is subject; and (iii) To Seller’s Knowledge, Seller has not received, at any time since its inceptionMay 31, 2010, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(aSchedule 3.18(a), there is no pendingpending or, and to Seller’s Knowledge threatenedKnowledge, threatened Proceeding: (i) by or against Seller or that otherwise relates to or may affect involving the Business, Business or the Purchased Assets; or (ii) that has been commenced against Seller and that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered made available to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(aSchedule 3.18(a). There are no Proceedings listed or required to be listed in Part 3.16(aSchedule 3.18(a) that could would have a Material Adverse Effect on SellerEffect. (b) Except as set forth in Part 3.16(bSchedule 3.18(b): (i) there is no Order to which Seller, the its Business or any of the Purchased Assets is subject; and (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth in Part 3.16(cSchedule 3.18(c): (i) Seller is, and, at all times since its inception January 1, 2013, has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Purchased Assets is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Purchased Assets is subject; and (iii) Seller has not received, at any time since its inceptionJanuary 1, 2013, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Purchased Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a3.18(a), there is no pendingpending or, and to Seller’s Knowledge threatened's Knowledge, threatened Proceeding: (i) by or against Seller or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, Seller; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Seller and Shareholders, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to FindWhat and Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a3.18(a). There are no Proceedings listed or required to be listed in Part 3.16(a3.18(a) that could have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition or prospects of Seller or upon the Assets. (b) Except as set forth in Part 3.16(b3.18(b): (i) there is no Order to which Seller, the Business its business or any of the Assets is subject; and (ii) To to the Knowledge of Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of Seller. (c) Except as set forth in Part 3.16(c3.18(c): (i) Seller is, and, at all times since its inception December 31, 2003 has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No to Seller's Knowledge no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not received, at any time since its inceptionDecember 31, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Exhibit 3.12, there is no pendingpending or, and to Seller’s Knowledge threatened's knowledge, threatened Proceeding: (i) by or against Seller or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, Seller; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To the knowledge of Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered will promptly deliver or provided access to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(a)Exhibit 3.12. There are no Proceedings listed or required to be listed in Part 3.16(a) Exhibit 3.12 that could have a Material Adverse Effect adverse effect on Sellerthe business, operations, assets, condition or prospects of Seller or upon the Assets. (b) Except as set forth in Part 3.16(b): (i) there is no Order Exhibit 3.12; to which the knowledge of Seller, the Business or any of the Assets is subject; and (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of Seller. (c) Except as set forth in Part 3.16(c):Exhibit 3.12: (i) To Seller's knowledge, Seller is, and, at all times since its inception has been is in Material compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No To Seller's knowledge, no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subjectsubject material to the operation of the System or a portion thereof; and (iii) Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject, that has not already been resolved.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.14 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may should have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of the Company and the Principal Seller’s Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller The Company has delivered to Buyer Barnabus copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller3.14 of the Disclosure Letter. (b) Except as set forth in Part 3.16(b):3.14 of the Disclosure Letter: (i) there is no Order to which Sellerany of the Company, the Business or any of the Assets assets owned or used by any of the Company, is subject; (ii) none of the Sellers are subject to any Order that relates to the business of, or any of the assets owned or used by, any of the Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of Sellers and the Company, no officer, director, agent agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of any of the Company. (c) Except as set forth in Part 3.16(c):3.14 of the Disclosure Letter: (i) Seller the Company is, andand has been, at all times since its inception has been in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and (iii) Seller the Company has not received, at any time since its inceptionactual, any specific notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.13(a) of the Disclosure Letter, there is no pendingpending Proceeding, and whether related to Seller’s Knowledge threatenedor arising from any product manufactured, Proceedingdistributed or sold by or on behalf of, or services performed by, any of the Companies or otherwise, in which any of the Companies is a named party: (i) that has been commenced by or against Seller any of the Companies or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, any of them; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To SellerCAC’s Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has The Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a3.13(a) that could have a Material Adverse Effect on Sellerof the Disclosure Letter. (b) Except as set forth in Part 3.16(b):3.13(b) of the Disclosure Letter: (i) there is no Order to which Sellerany of the Companies, the Business or any of the Assets assets owned or used by any of them, is subject; , and (ii) To Sellerto CAC’s Knowledge, no officer, director, agent or employee of Seller the Companies is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Companies. (c) Except as set forth in Part 3.16(c):3.13(c) of the Disclosure Letter: (i) Seller is, and, at all times since its inception has been each of the Companies is in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject;; and (ii) No no event has occurred since February 10, 2004 or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller any of the Companies, or any of the Assets assets owned or used by any of them, is subject; and (iii) Seller has not receivednone of the Companies has, at any time since its inceptionFebruary 10, 2004, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible actual or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or Companies, has been subject, except where such violation or failure to comply would not reasonably be expected to have a Material Adverse Effect.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.14 of the Disclosure Schedule, there is no pending, and to Seller’s Knowledge threatened, pending or Threatened Proceeding: (i) that has been commenced by or against Seller CDT or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, CDT; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Seller and CDT, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has and CDT have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller3.14 of the Disclosure Schedule. (b) Except as set forth in Part 3.16(b):3.14 of the Disclosure Schedule: (i) there is no Order to which SellerCDT, the Business or any of the Assets assets owned or used by CDT, is subject; (ii) neither CDT nor Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, CDT; and (iiiii) To Seller’s Knowledgeto the Knowledge of Seller and CDT, no officer, director, agent agent, or employee of Seller CDT is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of CDT. (c) Except as set forth in Part 3.16(c):3.14 of the Disclosure Schedule: (i) Seller CDT is, and, and at all times since its inception April 30, 2001 has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Seller, CDT, or any of the Assets assets owned or used by CDT, is subject; and (iii) Seller CDT has not received, at any time since its inceptionApril 30, 2001, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller CDT, or any of the Assets assets owned or used by CDT, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(aSchedule 3.8(a), there is no pendingpending or, and to Seller’s Knowledge threatenedknowledge, threatened Proceeding: (i) by or against Seller or that otherwise directly relates to or may affect the Business, or the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To the knowledge of Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(aSchedule 3.8(a). There are no Proceedings listed or required to be listed in Part 3.16(aSchedule 3.8(a) that could would have a Material Adverse Effect material adverse effect on Seller’s use or ownership of the Assets. (b) Except as set forth in Part 3.16(b): (i) Schedule 3.8(b), there is no Order to which Seller, the Business or to which any of the Assets is subject; and (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth in Part 3.16(cSchedule 3.8(c): (i) Seller is, and, at all times since its inception inception, has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets is or has been directly subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is directly subject; and (iii) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been directly subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a3.15(a), there is no pendingnot pending or, and to Seller’s the Knowledge of Sellers, threatened, any Proceeding: : (i) by or against Seller any Acquired Company or that otherwise materially related to or could materially affect the business of, or any assets owned or used by, any Acquired Company; or (ii) by or against any Seller that relates to the Units or may affect otherwise relates to such Seller’s membership interest in the Business, Company; or the Assets; or (iiiii) that challenges, or that may could have the effect of preventing, delaying, making illegal illegal, imposing limitations or conditions on, or otherwise interfering with, any Contemplated Transaction. Except as set forth on Part 3.15, to the Knowledge of the Contemplated Transactions. To Seller’s KnowledgeSellers, no event has occurred or circumstance exists that is reasonably likely to could give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each pending or threatened Proceeding listed in Part 3.16(a). There 3.15(a) and adequate reserves for such Proceeding are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect set forth on Sellerthe Financial Statements. (b) Except as set forth in Part 3.16(b): 3.15(b): (i) there is no Order to which Sellerany Acquired Company, the Business or any of the Assets assets owned or used by any Acquired Company, is subject; and and (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating relates to the Businessbusiness of, or any assets owned or used by, any Acquired Company. (c) Except as set forth in Part 3.16(c): 3.15(c): (i) Seller is, and, each Acquired Company has at all times since its inception has been in compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; ; (ii) No no event has occurred or circumstance exists that is reasonably likely to could constitute or result in (with or without notice or lapse of time) a material violation of of, or failure to comply with any term or requirement of with, any Order to which Seller (A) any Acquired Company, or any of the Assets assets owned or used by any Acquired Company, is subject, or (B) any Seller is subject that relates to the business of, or any assets owned or used by, any Acquired Company; and and (iii) no Acquired Company or Seller has not receivedhas, at any time since its inception, received any written (or to the Knowledge of Sellers oral) notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller (A) any Acquired Company, or any of assets owned or used by any Acquired Company, is subject, or (B) any Seller is subject that relates to the Assets is business of, or has been subjectany assets owned or used by, any Acquired Company.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(aSchedule 3.15(a), there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller or an Acquired Company or, to the Knowledge of the Sellers, that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Acquired Companies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Proposed Transactions. To Seller’s Knowledge. (b) Except as set forth in Schedule 3.15(b), no the Sellers do not have Knowledge that, (A) any Proceeding of a nature referred to in Section 3.15(a) above has been Threatened, or (B) any event has occurred or circumstance exists that is reasonably likely to would give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(aSchedule 3.15(a). There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller. (bc) Except as set forth in Part 3.16(bSchedule 3.15(c): (i) there is no Order to which Selleran Acquired Company, the Business or any of the Assets assets owned or used by an Acquired Company, is subject; (ii) no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, an Acquired Company; and (iiiii) To Seller’s to Sellers’ Knowledge, no officer, directormanager, agent or employee of Seller an Acquired Company is subject to any Order that prohibits such officer, directormanager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of the Acquired Companies. (cd) Except as set forth in Part 3.16(cSchedule 3.15(d): (i) Seller each Acquired Company is, and, and at all times since its inception September 30, 2009, has been been, in compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No to Sellers’ Knowledge, no event has occurred or circumstance exists that is reasonably likely to would constitute or result in (with or without notice or lapse of time) a material violation of or material failure to comply with any term or requirement of any Order to which Seller an Acquired Company, or any of the Assets assets owned or used by it, is subject; and (iii) Seller no Acquired Company has not received, at any time since its inceptionSeptember 30, 2009, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller an Acquired Company, or any of the Assets assets owned or used by it, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)PART 4.14(a) OF THE DISCLOSURE LETTER, to the knowledge of Seller, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller or that otherwise relates (relating to or may affect the Business, ) or either of the AssetsSubsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s KnowledgeExcept as set forth in PART 4.14(a) OF THE DISCLOSURE LETTER, to the knowledge of Seller (A) no such Proceeding has been Threatened, and (B) no event has occurred or circumstance exists that is could reasonably likely be expected to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)PART 4.14(a) OF THE DISCLOSURE LETTER. There are no Proceedings listed or required to be Also listed in Part 3.16(aPART 4.14(a) that could have OF THE DISCLOSURE LETTER are all Proceedings commenced or, to the knowledge of Seller, Threatened by or against (i) Seller pertaining to the Business or (ii) the Subsidiaries, within the last two (2) years, and a Material Adverse Effect on Sellerdescription of the outcome thereof. (b) Except as set forth in Part 3.16(b):PART 4.14(b) OF THE DISCLOSURE LETTER to the Seller's knowledge: (i) there is no Order to which Seller, with respect to the Business or any operations of the Assets Business, or either of the Subsidiaries, is subject; and (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller either of the Subsidiaries is subject to any Order that prohibits such officer, director, agent or employee person from engaging in or continuing any conduct, activity activity, or practice relating to the Business. (c) Except as set forth in Part 3.16(c):PART 4.14(c) OF THE DISCLOSURE LETTER to the Seller's knowledge: (i) Seller isSeller, andwith respect to the operations of the Business, at all times since its inception has been and each of the Subsidiaries, are in full compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to will constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any Seller, with respect to the operations of the Assets Business, or either of the Subsidiaries, is subject; and (iii) neither Seller nor either Subsidiary has not received, at any time since its inception, received any notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any Seller, with respect to the operations of the Assets Business, or either of the Subsidiaries, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Section 3.12(a) of the Disclosure Schedule, there is no pendingpending or, and to Seller’s Knowledge threatened's Knowledge, Proceeding: threatened Proceeding (i) that has been commenced by or against Seller any Acquired Company or that otherwise relates to adversely affects the business of any Acquired Company; or may affect the Business, or the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered or otherwise made available to Buyer copies of all pleadings, correspondence and other documents any non-privileged written materials in its possession relating to each Proceeding listed in Part 3.16(a). There are no Proceedings listed or required to be listed in Part 3.16(aSection 3.12(a) that could have a Material Adverse Effect on Sellerof the Disclosure Schedule. (b) Except as set forth in Part 3.16(b):Section 3.12(b) of the Disclosure Schedule: (i) there is no Order to which Seller, the Business or any of the Assets Acquired Companies is subject; (ii) Seller is not subject to any Order that relates to the business of any Acquired Company; and (iiiii) To to Seller’s 's Knowledge, no officer, director, agent agent, Company Clinician or employee of Seller any Acquired Company is subject to any Order that prohibits such officer, director, agent agent, Company Clinician or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of any Acquired Company. (c) Except as set forth in Part 3.16(c):Section 3.12(c) of the Disclosure Schedule, since the Look-Back Date: (i) Seller each Acquired Company is, andand has been, at all times since its inception has been in compliance in all material respects respects, in compliance with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iiiii) Seller no Acquired Company has not received, at any time since its inception, any received written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible actual or potential alleged violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets Acquired Company is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a3.17(a), there is no pendingpending or, and to Seller’s the Knowledge threatenedof Parascript, threatened Proceeding: (i) by or against Seller or Parascript that otherwise relates to or may affect the Business, or the Assetshave a Parascript Material Adverse Effect; or (ii) that challenges, or that may would have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To SellerParascript’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a reasonable basis for the commencement of any such Proceeding. Seller Parascript has delivered to Buyer Mitek copies of all pleadings, correspondence and other documents relating to each any Proceeding listed in Part 3.16(a3.17(a). There are no Proceedings listed or required to be listed in Part 3.16(a3.17(a) that could would have a Material Adverse Effect on Sellerthe business, operations, or condition of Parascript. (b) Except as set forth in Part 3.16(b3.17(b): (i) there is no Order to which SellerParascript, the Business its business or any of the Assets its assets is subject; and (ii) To Seller’s Knowledgeto the Knowledge of Parascript, no officer, directorMember, agent Manager, or employee of Seller Parascript is subject to any Order that prohibits such officer, directorMember, Manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of Parascript. (c) Except as set forth in Part 3.16(c3.17(c): (i) Seller Parascript is, and, at all times since its inception January 1, 2003, has been in material compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets its assets is or has been subject; (ii) No to the Knowledge of Parascript, no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Parascript or any of the Assets its assets is subjectsubject which would result in a Parascript Material Adverse Effect; and (iii) Seller Parascript has not received, at any time since its inceptionJanuary 1, 2003, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Parascript or any of the Assets its assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Section 3.14 of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: : (i) that has been commenced by or against Seller or that otherwise relates to or may might affect the Businessbusiness of, or any of the Assetsassets owned or used by, Seller; or or (ii) that challenges, or that may might have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To the best of the knowledge of Seller’s Knowledge, (1) no such Proceeding has been Threatened and (2) no event has occurred occurred, and no condition or circumstance exists exists, that is reasonably likely to might give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed identified in Part 3.16(a)Section 3.13 of the Disclosure Letter, other than documents subject to the attorney-client privilege. There are no Proceedings listed or required to be listed in Part 3.16(a) that could have a Material Adverse Effect on Seller. (b) Except as set forth in Part 3.16(b): Section 3.14 of the Disclosure Letter: (i) there is no Order to which Seller, the Business or any of the Assets assets owned or used by Seller, is subject; and (ii) To Seller is not subject to any Order that relates to the business of, or to any of the assets owned or used by, Seller’s Knowledge; and (iii) to the best of the knowledge of Seller, no officer, director, agent partner or employee of Seller is subject to any Order that prohibits such officer, director, agent partner or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of Seller. (c) Except as set forth in Part 3.16(c): Section 3.14 of the Disclosure Letter: (i) Seller is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; ; (ii) No no event has occurred occurred, and no condition or circumstance exists exists, that is reasonably likely to constitute or result in might (with or without notice or lapse of time) constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Order to which Seller Seller, or any of the Assets assets owned or used by Seller, is subject; and (iii) and Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Seller, or any of the Assets assets owned or used by Seller, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 3.12, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller Target or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, Target; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s KnowledgeMerger. (1) No such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Target has delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Schedule 3.12. There are no The Proceedings listed or required to be listed in Part 3.16(a) that could Schedule 3.12 will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of Target. (b) Except as set forth in Part 3.16(b):Schedule 3.12: (i) there is no Order to which Sellerany of the Target, the Business or any of the Assets assets owned or used by Target, is subject; and (ii) To Seller’s Knowledge, no officer, directormanager, agent agent, or employee of Seller Target is subject to any Order that prohibits such officer, directormanager, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of Target. (c) Except as set forth in Part 3.16(c):Schedule 3.12: (i) Seller Target is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Target, or any of the Assets assets owned or used by Target is subject; and (iii) Seller Target has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Target, or any of the Assets assets owned or used by Target, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a5.17(a), there is no pendingpending or, and to Seller’s the Knowledge threatenedof Mitek, threatened Proceeding: (i) by or against Seller or Mitek that otherwise relates to or may affect the Business, or the Assetshave a Mitek Material Adverse Effect; or (ii) that challenges, or that may would have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To SellerMitek’s Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a reasonable basis for the commencement of any such Proceeding. Seller Mitek has delivered to Buyer Parascript copies of all pleadings, correspondence and other documents relating to each any Proceeding listed in Part 3.16(a5.17(a). There are no Proceedings listed or required to be listed in Part 3.16(a5.17(a) that could would have a Mitek Material Adverse Effect on SellerEffect. (b) Except as set forth in Part 3.16(b5.17 (b): (i) there is no Order to which SellerMitek, the Business its business or any of the Assets its assets is subject; and (ii) To Seller’s Knowledgeto the Knowledge of Mitek, no officer, directorstockholder, agent director or employee of Seller Mitek is subject to any Order that prohibits such officer, stockholder, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Businessbusiness of Mitek. (c) Except as set forth in Part 3.16(c5.17(c): (i) Seller Mitek is, and, at all times since its inception January 1, 2003, has been in material compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets its assets is or has been subject; (ii) No to the Knowledge of Mitek, no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Mitek or any of the Assets its assets is subjectsubject which would result in a Mitek Material Adverse Effect; and (iii) Seller Mitek has not received, at any time since its inceptionJanuary 1, 2003, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Mitek or any of the Assets its assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(aSchedule 3.18(a), there is no pendingpending or, and to Sellerany Seller Party’s Knowledge threatenedKnowledge, Proceeding: (i) threatened Proceeding by or against any Seller or that otherwise relates to or may affect the Business, or the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactionsassets owned or used by, any Seller. To Seller’s Knowledgethe Knowledge of each Seller Party, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Each Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(aSchedule 3.18(a). There are no Proceedings listed or required to be listed in Part 3.16(aSchedule 3.18(a) that could have a Material Adverse Effect material adverse effect on Sellerthe business, assets, condition (financial or other) or prospects of any Seller or upon the Assets. (b) Except as set forth in Part 3.16(bSchedule 3.18(b): (i) there is no Order to which any Seller, the Business or any of the Assets is subject; and (ii) To Seller’s Knowledgeto the Knowledge of each Seller Party, no officer, director, agent agent, shareholder or employee of any Seller is subject to any Order that prohibits such officer, director, agent agent, shareholder or employee from engaging in or continuing any conduct, activity or practice relating to the Business. (c) Except as set forth in Part 3.16(cSchedule 3.18(c): (i) each Seller is, and, at all times since its inception January 1, 2003, has been in compliance in all material respects with all of the terms and requirements of each Order to which it it, the Business or any of the Assets is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller any Seller, the Business or any of the Assets is subject; and (iii) no Seller Party has not received, at any time since its inceptionJanuary 1, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller any Seller, the Business or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(aon Schedule 2.16(a), there is no pendingpending Proceeding (provided that with respect to any Proceeding involving an audit or investigation, so long as no written notice of such audit or investigation has been received by the Company, to the Knowledge of the Seller and to Seller’s Knowledge threatenedthe Company, Proceeding: there is no such audit or investigation): (i) by or against Seller the Company or that otherwise relates to or may materially affect the Business, ; or the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered or made available to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Part 3.16(aon Schedule 2.16(a). There are no The Proceedings listed or required to be listed in Part 3.16(aon Schedule 2.16(a) that could will not have a Material Adverse Effect on SellerEffect. (b) Except as set forth in Part 3.16(b): on Schedule 2.16(b): (i) there is no Order to which Seller, the Company or the Business or any is subject requiring payment in excess of the Assets is subject$100,000; and and (ii) To Seller’s Knowledgeneither Seller or the Company, no officer, director, agent nor any officer or employee director of Seller or the Company is subject to any Order that prohibits Seller, the Company or any such officer, director, agent officer or employee director of Seller or the Company from engaging in or continuing any conduct, activity or practice relating to conducting the Business. (c) Except as set forth in Part 3.16(c): on Schedule 2.16(c): (i) Seller the Company is, and, at all times since its inception January 1, 2000, has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets assets owned or used by it, is or has been subject; ; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply in any material respects with any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is subject; and and (iii) neither Seller nor the Company has not received, at any time since its inceptionJanuary 1, 2000, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential material violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets owned or used by the Company, is or has been subject. (d) This Section 2.16 does not pertain to matters concerning any Environmental, Health and Safety Liabilities or to any Proceeding or Order relating to any Environmental Law, which, for purposes of this Agreement, are exclusively addressed in Section 2.22 hereof.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)PART 5.14(a) OF THE DISCLOSURE LETTER, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller Seller, or to Seller's knowledge that otherwise relates to or may affect the Businessbusiness of Seller, or any of the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To the knowledge of Seller’s Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is could reasonably likely be expected to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)PART 5.14(a) OF THE DISCLOSURE LETTER. There are no Proceedings listed or required to be Also listed in Part 3.16(aPART 5.14(a) that could have OF THE DISCLOSURE LETTER are all Proceedings commenced or Threatened by or against Seller within the last two (2) years, and a Material Adverse Effect on Sellerdescription of the outcome thereof. (b) Except as set forth in Part 3.16(b):PART 5.14(b) OF THE DISCLOSURE LETTER: (i) there is no Order to which Seller, the Business or any of the Assets Assets, is subject; and (ii) To Seller’s Knowledge, no officer, director, agent shareholder, or to Seller's knowledge, agent, or employee of Seller is subject to any Order that prohibits such officer, director, agent shareholder, agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of Seller. (c) Except as set forth in Part 3.16(c):PART 5.14(c) OF THE DISCLOSURE LETTER: (i) Seller is, and, at all times since its inception has been is in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets Assets, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to will constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Seller, or any of the Assets Assets, is subject; and (iii) Seller has not received, at any time since its inception, received any notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Seller, or any of the Assets Assets, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)3.15(a) of the Disclosure Letter, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s KnowledgeExcept as set forth in Part 3.15(a), to the Knowledge of each Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has Sellers have delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)3.15(a) of the Disclosure Letter. There are no To each Seller's Knowledge, the Proceedings listed or required to be listed in Part 3.16(a3.15(a) that could of the Disclosure Letter will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of the Company. (b) Except To each Seller's Knowledge, except as set forth in Part 3.16(b):3.15(b) of the Disclosure Letter: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; and; (ii) To Seller’s Knowledge, no officer, director, agent or employee of Seller is not subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating relates to the Business.business of, or any of the assets owned or used by, the Company; and (c) Except To each Seller's Knowledge, except as set forth in Part 3.16(c):3.15(c) of the Disclosure Letter: (i) Seller the Company is, and, at all times since its inception has been in full compliance in all material respects with all of the terms and requirements of each Order to which it or any of the Assets it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets Company, is subject; and (iii) Seller since the date of the Balance Sheet, the Company has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Section 3.15(a) of the Disclosure Schedule, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that that, to the Knowledge of the Company or Parent Seller, otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets or properties owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s Knowledgethe Knowledge of the Parent Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. The Parent Seller has delivered to the Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Section 3.15(a) of the Disclosure Schedule. There are no The Proceedings listed or required to be listed in Part 3.16(aSection 3.15(a) that could of the Disclosure Schedule will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, properties, assets, condition (financial or otherwise), or prospects of the Company. (b) Except as set forth in Part 3.16(b):Section 3.15(b) of the Disclosure Schedule: (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets or properties owned or used by the Company, is subject; (ii) The Parent Seller is not subject to any Order that relates to the business of, or any of the assets or properties owned or used by, the Company; and (iiiii) To Seller’s Knowledgeto the Knowledge of the Parent Seller and the Company, no officer, director, agent agent, or employee of Seller the Company is subject to any Order that prohibits such officer, director, agent agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c):Section 3.15(c) of the Disclosure Schedule: (i) Seller The Company is, and, and at all times since its inception January 1, 2003 has been been, in material compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets or properties owned or used by it, is or has been subject; (ii) No to the Knowledge of the Company and the Parent Seller, no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller the Company, or any of the Assets assets or properties owned or used by the Company, is subject; and (iii) Seller The Company has not received, at any time since its inceptionJanuary 1, 2003, any written notice or other communication (whether or, to the Knowledge of the Company and Parent Seller, any oral notice or written) communication from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller the Company, or any of the Assets assets or properties owned or used by the Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(aSchedule 3.9(k) or (o), Schedule 3.14(a) or (b), Schedule 3.15(a) or Schedule 3.19(a) or (b), there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller the Company or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, the Company; or (ii) that has been commenced by or against the Company that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s 's Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered made available to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(aSchedule 3.9(a). There are no Proceedings listed , Schedule 3.14(a) or required to be listed in Part 3.16(a(b), Schedule 3.15(a) that could have a Material Adverse Effect on Selleror Schedule 3.19(a) or (b). (b) Except as set forth in Part 3.16(bSchedule 3.9(k) or (o), Schedule 3.14(a) or (b), Schedule 3.15(b) or Schedule 3.19(a) or (b): (i) there is no Order to which Sellerthe Company, the Business or any of the Assets assets owned or used by the Company, is subject; (ii) Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company; and (iiiii) To to the Knowledge of Seller’s Knowledge, no officer, director, agent agent, or employee of the Company, Seller or any Affiliate of Seller who provides services to the Company is subject to any Order that prohibits such officer, director, agent or employee individual from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of the Company. (c) Except as set forth in Part 3.16(c): Schedule 3.9(k) or (io), Schedule 3.14(a) Seller isor (b), andSchedule 3.15(c) or Schedule 3.19(a) or (b), at all times since its inception has been the Company is in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets is assets owned or has been subject; (ii) No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and (iii) Seller has not receivedused by it, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Part 3.16(a)Schedule 3.12, there is no pending, and to Seller’s Knowledge threatened, pending Proceeding: (i) that has been commenced by or against Seller Target or that otherwise relates to or may affect the Businessbusiness of, or any of the Assetsassets owned or used by, Target; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, any of the Contemplated Transactions. To Seller’s KnowledgeMerger. (1) No such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is reasonably likely to may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Target has delivered to Buyer copies of all pleadings, correspondence correspondence, and other documents relating to each Proceeding listed in Part 3.16(a)Schedule 3.12. There are no The Proceedings listed or required to be listed in Part 3.16(a) that could Schedule 3.12 will not have a Material Adverse Effect material adverse effect on Sellerthe business, operations, assets, condition, or prospects of Target. (b) Except as set forth in Part 3.16(b):Schedule 3.12: (i) there is no Order to which Sellerthe Target, the Business or any of the Assets assets owned or used by Target, is subject; and (ii) To Seller’s Knowledge, no officer, directormember, agent Manager, agent, or employee of Seller Target is subject to any Order that prohibits such officer, directormember, agent Manager, agent, or employee from engaging in or continuing any conduct, activity activity, or practice relating to the Businessbusiness of Target. (c) Except as set forth in Part 3.16(c):Schedule 3.12: (i) Seller Target is, and, and at all times since its inception has been been, in full compliance in all material respects with all of the terms and requirements of each Order to which it it, or any of the Assets assets owned or used by it, is or has been subject; (ii) No no event has occurred or circumstance exists that is reasonably likely to may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Seller Target, or any of the Assets assets owned or used by Target is subject; and (iii) Seller Target has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Seller Target, or any of the Assets assets owned or used by Target, is or has been subject.