Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporations. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.20(a) of the Company Disclosure Schedule, there is no pending and served Legal Proceeding, and (to the best of the knowledge of the Company) there is no pending but not served Legal Proceeding and no Person has threatened to commence any material Legal Proceeding: (i) that involves any of the Acquired Corporations or Symyx Corporations, any business of any of the Symyx Corporations, any of the assets owned owned, leased or used by any of the Acquired CorporationsSymyx Corporations or, to the knowledge of the Company, any Company Associate; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a reasonable basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 3.20(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired Symyx Corporations, or any of the material assets owned or used by any of the Acquired Symyx Corporations, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Symyx Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Symyx Corporations.

Legal Proceedings; Orders. (a) There As of the date hereof, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned or used by any of the Acquired CorporationsCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding Proceeding. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other circumstance or condition exists, that would will, or that could reasonably be expected to have to, cause or provide a Material Adverse Effect on any basis for a director, officer or other representative of the Acquired CorporationsCompany to seek indemnification from, or commence a Legal Proceeding against or involving, the Company. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of the Company, no officer or key employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending and served Legal Proceeding, and (to the best of the knowledge of the Company) there is no pending but not served Legal Proceeding and no Person has threatened to commence any material Legal Proceeding: (i) that involves any of the Acquired Corporations or Symyx Corporations, any business of any of the Symyx Corporations, any of the assets owned owned, leased or used by any of the Acquired CorporationsSymyx Corporations or, to the knowledge of the Company, any Company Associate; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a reasonable basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 2.20(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired Symyx Corporations, or any of the material assets owned or used by any of the Acquired Symyx Corporations, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Symyx Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Symyx Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, exists that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to the best of the knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Arrangement or any of the other transactions contemplated by this Agreement or the Stock Option Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, exists that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (and, to the best of the knowledge of the Company) , no Person has threatened to commence any Legal ProceedingProceeding that: (i) that involves any of may have a Material Adverse Effect on the Acquired Corporations Company or any of the assets owned or used by any of the Acquired Corporationsits business; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporations. (b) Proceeding. There is no material order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of the Company, no officer or key other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of Company's business. There is no action, suit, proceeding or investigation by the Acquired CorporationsCompany currently pending or which the Company intends to initiate.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.21(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (and, to the best of the knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations (A) in which any injunctive or other equitable relief is being sought against any of the Acquired Corporations or is being threatened to be sought against any of the Acquired Corporations, or (B) that, if determined adversely, could reasonably be expected to result in the payment by any of the Acquired Corporations of an amount in excess of $250,000 in any individual case (or $500,000 in the aggregate together with other such applicable Legal Proceedings or threatened Legal Proceedings); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to give rise to or serve as a the basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other key employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There Except as set forth in Section 3.7(a) of the Company Disclosure Letter, there is no pending Legal ProceedingProceeding and, and (to the best of the knowledge Knowledge of the Company) , no Person has threatened in writing to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies or any of the assets owned or used by any of the Acquired CorporationsCompanies, except for Legal Proceedings that, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Acquired Companies taken as a whole; or (ii) that that, as of the date of this Agreement, challenges, or that may reasonably be expected to have the effect of preventing, delaying, making illegal delaying or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably would be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject, except for Orders that, individually or in the aggregate, are not and would not reasonably be expected to be material and adverse to the Acquired Companies taken as a whole. To the best of the knowledge Knowledge of the Company, no officer or key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies.

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

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.8(a) of the Disclosure Schedule, there is no pending Legal ProceedingProceeding and, and (to the best of the knowledge Knowledge of the Company) , no Person has threatened in writing to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies or any of the assets owned or used by any of the Acquired CorporationsCompanies, except for Legal Proceedings that, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Acquired Companies taken as a whole; or (ii) that that, as of the date of this Agreement, challenges, or that may reasonably be expected to have the effect of preventing, delaying, making illegal delaying or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably would be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject, except for Orders that, individually or in the aggregate, are not and would not reasonably be expected to be material and adverse to the Acquired Companies taken as a whole. To the best of the knowledge Knowledge of the Company, no officer or key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.20(a) of the Parent Disclosure Schedule, there is no pending and served Legal Proceeding, and (to the best of the knowledge of the CompanyParent) there is no pending but not served Legal Proceeding and no Person has threatened to commence any material Legal Proceeding: (i) that involves any of the Acquired Corporations or Accelrys Corporations, any business of any of the Accelrys Corporations, any of the assets owned owned, leased or used by any of the Acquired CorporationsAccelrys Corporations or, to the knowledge of Parent, any Parent Associate; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge of the CompanyParent, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a reasonable basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 3.20(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired Accelrys Corporations, or any of the material assets owned or used by any of the Acquired Accelrys Corporations, is subject. To the best of the knowledge of the CompanyParent, no officer or other key employee of any of the Acquired Accelrys Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Accelrys Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (and, to the best of the knowledge Knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies or any of the assets owned or used by any of the Acquired CorporationsCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company, no event has occurredclaim or dispute exists that will, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceedings. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompanies, or any of the material assets owned or used by any of the Acquired CorporationsCompanies, is subject. To the best of the knowledge Knowledge of the Company, no director or officer or key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree that prohibits such director, officer or other employee from engaging being employed or engaged by the Acquired Companies or in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies or to any material assets owned or used by the Acquired Companies.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to the best of the knowledge Knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Company or any of the assets owned owned, used or used controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of the Acquired Corporations; law or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Agreement or any of the knowledge Company Related Agreements. Except as set forth in the Company Disclosure Statement, to the Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that Proceeding, other than such condition or circumstance which would reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse Effect on any of the Acquired CorporationsEffect. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no officer or key other employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) There Except as set forth in Part 3.21 of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company's knowledge) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company's knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, exists that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company's knowledge, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies, any business of any of the Acquired Companies or any of the assets owned owned, leased or used by any of the Acquired CorporationsCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. None of the Legal Proceedings identified in Part 2.10(a) of the Company Disclosure Schedule has had or, if adversely determined, would reasonably be expected to have or result in a Company Material Adverse Effect. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 2.10(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies.

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

Legal Proceedings; Orders. (a) There Except as set forth in Schedule 2.11(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (ia) that involves any of the Acquired Corporations Company or any of the assets owned or used by any of the Acquired CorporationsCompany; or (iib) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger this Agreement or any of the other transactions contemplated by this Agreement. To the best Except as set forth in Section 2.11(a) of the knowledge of the CompanyDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of No Shareholder is subject to any order, writ, injunction, judgment or decree that relates to the Company, no officer ’s business or key employee of to any of the Acquired Corporations assets owned or used by the Company. No officer or other Company Employee is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee Company Employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompany’s business.

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

Legal Proceedings; Orders. (aExcept as set forth in Part 2.21(a) There of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, exists that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporations. (b) Proceeding. There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to the best of the knowledge of the CompanyCortech) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Cortech or any of the assets owned or used by Cortech or any of the Acquired Cortech Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the CompanyCortech, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Cortech Corporations. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Cortech Corporations, or any of the assets owned or used by any of the Acquired Cortech Corporations, is subject. To the best of the knowledge of the CompanyCortech, no officer or key employee of any of the Acquired Cortech Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Cortech Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: : (i) that involves any of has been commenced by or against the Acquired Corporations Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by any of by, the Acquired CorporationsCompany; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best Knowledge of the knowledge of Sellers and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, exists that could reasonably be expected to may give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There there is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of the Company, ; (c) no officer or key employee of any of the Acquired Corporations Seller is subject to any orderOrder that relates to the business of, writor any of the assets owned or used by, injunctionthe Company; (d) no officer, judgment director, agent, or decree employee of the Company is subject to any Order that prohibits such officer officer, director, agent, or other employee from engaging in or continuing any conduct, activity activity, or practice relating to the business of the Company; and (e) no Seller is subject to any Order that would in any way impair the Seller's ability to consummate any of the Acquired CorporationsContemplated Transactions to be performed by such Seller or which would result in an Encumbrance on the Shares transferred by such Seller.

Legal Proceedings; Orders. (a) There is no Part 2.19(a) of the Company Disclosure Schedule identifies each pending Legal Proceeding, and (to the best of the knowledge Knowledge of the Company) no each Legal Proceeding that any Person has threatened in writing to commence any Legal Proceedingcommence: (i) that involves involves: (A) any of the Acquired Corporations Corporations; (B) any business or securities of any of the Acquired Corporations; (C) any of the assets owned owned, leased or used by any of the Acquired Corporations; or (D) any alleged action or omission on the part of any director or officer of any Acquired Corporation in his or her capacity as such; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 2.19(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to the best of the knowledge of the Company) , no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Arrangement or any of the other transactions contemplated by this the Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, exists that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.21(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, exists that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There Except as set forth in Section 3.9 of the Parent Disclosure Schedule, there is no pending Legal Proceeding, nor has there ever been any Legal Proceeding, and (to the best of the knowledge of the CompanyParent) no Person has ever threatened to commence any Legal Proceeding: (i) that involves against or by any Acquiring Company affecting any of the Acquired Corporations its properties or any of the assets owned or used by any of the Acquired Corporationsassets; or (ii) that challengeschallenges or seeks to prevent, or that may have the effect of preventing, delaying, making illegal enjoin or otherwise interfering with, delay the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the CompanyParent, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 3.9(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsAcquiring Companies, or any of the assets owned or used by any of the Acquired CorporationsAcquiring Companies, is subject. To the best of the knowledge of the CompanyParent, no officer or other key employee of any of the Acquired Corporations Acquiring Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsAcquiring Companies.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies, any business of any of the Acquired Companies or any of the assets owned owned, leased or used by any of the Acquired Corporations; Companies, or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementTransactions. None of the Legal Proceedings identified in Part 2.10(a) of the Company Disclosure Schedule has had or, if adversely determined, would reasonably be expected to have or result in a Company Material Adverse Effect. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 2.10(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired Corporations, Companies is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (and, to the best of the knowledge of the Company) ’s knowledge, no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the their respective assets owned and that involves an amount in controversy in excess of $250,000 or used by any of request for equitable remedies that would reasonably be expected to have a material impact on the Acquired Corporations; or (ii) as of the date hereof, that challenges, or that may have the effect of preventing, materially delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge of the Company’s knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, exists that could reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporationstheir respective assets, is subject. To the best of the knowledge of the Company’s knowledge, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (aA) There is no pending Legal Proceeding, and (to the best of the knowledge Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations and that, if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (bB) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other key employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

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

Legal Proceedings; Orders. (aA) There is no pending Legal ProceedingProceeding and no Person has, and (to the best of the knowledge Knowledge of the Company) no Person has , threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the material assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (bB) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other key employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations. (C) No material Legal Proceeding is pending against any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceedingare no, and (during the past three years there have not been any, Legal Proceedings pending or, to the best of the knowledge Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves , threatened, against any of the Acquired Corporations Companies or any Company Service Provider (in their capacity as such), or to which any property of the assets owned or used by Acquired Companies is subject that, if determined adversely to any of the Acquired Corporations; Companies, would reasonably be expected to, individually or (ii) in the aggregate, be material to the Acquired Companies, taken as a whole. As of the date of this Agreement, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened, that challengeschallenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a reasonable basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in the first sentence of this Section 2.12(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompany, or any of the material assets or properties owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge Knowledge of the Company, no officer officer, director or key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree unsatisfied Order that prohibits such officer officer, director or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies or to any material assets owned or used by the Acquired Companies.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations Companies, any business of any of the Acquired Companies or any of the assets owned owned, leased or used by any of the Acquired CorporationsCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementTransactions. None of the Legal Proceedings identified in Part 2.10(a) of the Company Disclosure Schedule has had or, if adversely determined, would reasonably be expected to have or result in a Company Material Adverse Effect. To the best of the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 2.10(a). (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject. To the best of the knowledge of the Company, no officer or other key employee of any of the Acquired Corporations Companies is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired CorporationsCompanies.

Legal Proceedings; Orders. (a) There Except as set forth in Part 2.18(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge Knowledge of the Company) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations, any business of any of the Acquired Corporations or any of the assets owned owned, leased or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. None of the Legal Proceedings identified in Part 2.18(a) of the Company Disclosure Schedule has had or, if adversely determined, would reasonably be expected to have or result in a Company Material Adverse Effect. To the best of the knowledge Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired Corporationstype described in clause “(i)” or clause “(ii)” of the first sentence of this Section 2.18(a) . (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge Knowledge of the Company, no officer or other key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to Proceeding against Xxxx or the best of the knowledge of the Company) no Person has threatened to commence any Legal ProceedingAcquired Companies: (i) that involves has been commenced by or against any of Acquired Company or that otherwise relates to or may affect the Acquired Corporations business of, or any of the assets owned or used by any of the Acquired CorporationsCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementTransactions. To the best Knowledge of the knowledge of the Xxxx and any Acquired Company, no event such Proceeding has occurredbeen Threatened, and no claim, dispute or other condition event has occurred or circumstance exists, exists that could reasonably be expected to may give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To the best of the knowledge of the Company, no officer or key employee of ; neither Xxxx nor any of the Acquired Corporations Company is subject to any orderOrder that relates to the business of, writor any of the assets owned or used by, injunctionany Acquired Company; and no officer, judgment director, agent, or decree employee of any Acquired Company is subject to any Order that prohibits such officer officer, director, agent, or other employee from engaging in or continuing any conduct, activity activity, or practice relating to the business of any of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding, and (to the best of the knowledge of the Company) no Person has threatened to commence any Legal Proceeding: : (i) that involves has been commenced by or against any of the Acquired Corporations Company or that relates to any of the assets owned or used by any of the Acquired CorporationsCompany; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal illegal, or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best Knowledge of the knowledge of Principal Sellers and the Company, (1) no Proceeding of the type noted in (a) above has been Threatened, and (2) no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, exists that could reasonably be expected to may give rise to or serve as a basis for the commencement of any such Legal Proceeding. The Company has made available to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding that would reasonably be expected to have a Material Adverse Effect on any listed in Section 2.15 of the Acquired CorporationsDisclosure Letter, if any. (b) There is no material order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject. To ; and, to the best Knowledge of the knowledge of Principal Sellers and the Company, no officer officer, director, agent, or key employee of any of the Acquired Corporations Company is subject to any order, writ, injunction, judgment or decree Order that prohibits such officer officer, director, agent, or other employee from engaging in or continuing any conduct, activity activity, or practice relating to the business of any of the Acquired CorporationsCompany.

Legal Proceedings; Orders. (a) There Except as set out in Section 2.10 of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company) 's Knowledge no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Acquired Corporations or any of the assets owned or used by any of the Acquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Arrangement or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company's Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to to, give rise to or serve as a basis for the commencement of any such Legal Proceeding that would reasonably be expected to have a Material Adverse Effect on any of the Acquired CorporationsProceeding. (b) There is no material order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject. To the best of the knowledge of the Company's Knowledge, no officer or key employee of any of the Acquired Corporations is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Acquired Corporations.