Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (a) that involves Company or that otherwise relates to or likely would affect Company’s Business or any of the assets owned or used by Company (whether or not Company is named as a party thereto); or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to the Knowledge of Company and each Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 There is no Order to which Company or any of the assets owned or used by Company, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to the Knowledge of Company and each Seller, employee of Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 There is no proposed Order that, if issued or otherwise put into effect, (a) would have an adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to comply with or perform any covenant or obligation under the Agreement, or (b) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.27 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: : (ai) that involves any Company or that otherwise relates to or likely would might affect any Company’s Business 's business or any of the assets owned or used by any Company (whether or not such Company is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.27 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.27 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, any of the Companies; and no Proceeding otherwise involving or relating to Company any of the Companies has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 Company (c) SFG has made available delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which any Company has access that relate to the Proceedings identified in Schedule 2.17Part 2.27 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company any Company, or any of the assets owned or used by any Company, is subject, ; and no Seller none of the Selling Securityholders is subject to any Order that relates to any Company’s Business 's business or to any of the assets owned or used by any Company. 2.17.6 (e) No officer or, to the Knowledge of Company and each Seller, or employee of any Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to such Company’s Business's business. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on such Company’s 's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of any Company or any Seller of the Selling Securityholders to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.24 of the Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the Company and the Selling Shareholders no Person has threatened to commence any Proceeding: (a) that involves such Selling Shareholders, the Company or any of its subsidiaries or that otherwise relates to or likely would might affect Company’s Business the business of the Company or any of its subsidiaries or any of the assets owned or used by the Company or any of its subsidiaries (whether or not the Company or any of its subsidiaries is named as a party thereto); or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 by this Agreement. Except as set forth in Schedule 2.17, to Part 2.24 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.24 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Companyany Selling Shareholder, the Company or any of its subsidiaries; and no Proceeding otherwise involving or relating to any Selling Shareholder, the Company or any of its subsidiaries has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 (c) the Company has made available and the Selling Shareholders have delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company it, any of its subsidiaries or he has access that relate to the Proceedings identified in Schedule 2.17Part 2.24 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which the Company or any of its subsidiaries, or any of the assets owned or used by Companythe Company or any of its subsidiaries, is subject, ; and no Seller Selling Shareholder is not subject to any Order that relates to Company’s Business the business of the Company or to any of its subsidiaries or any of the assets owned or used by Companythe Company or any of its subsidiaries. 2.17.6 No officer or, to (e) To the best Knowledge of the Company and each Sellerthe Selling Shareholders, no officer or employee of the Company or any of its subsidiaries is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s Businessthe business of the Company or any of its subsidiaries. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) of the Company or any of its subsidiaries or on the ability of the Company or its subsidiaries or any Seller of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyby this Agreement. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17Part 2.16 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (ai) that involves Company the Seller or that otherwise relates to or likely would might affect Company’s Business the business of the Seller or any of the assets owned or used by Company Purchased Assets (whether or not Company the Seller is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17Part 2.16 of the Disclosure Schedule, to the Seller’s Knowledge of Company and each Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 . Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.16 of the Disclosure Schedule, no Proceeding has been commenced by or against Companythe Seller during the 12 months preceding the date of this Agreement, and no Proceeding otherwise involving or relating the Seller has delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which Company the Seller has access access) that relate to the Proceedings identified in Schedule 2.17. 2.17.5 Part 2.16 of the Disclosure Schedule. There is no Order to which Company the Seller or any of the assets owned or used by Companythe Seller, is subject, and . To Seller’s Knowledge no employee of the Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to the Knowledge of Company and each Seller, employee of Company is subject to any Order that prohibits such officer or may prohibit employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 the business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an a material adverse effect on Company’s the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) of the Seller or on the ability of Company or any Seller to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there is no pending Proceeding, and, to the Knowledge of Seller and each Shareholder, no Person has threatened to commence any Proceeding: (a) that involves Company or that otherwise relates to or likely would affect Company’s Business business or any of the assets owned or used by Company (whether or not Company is named as a party thereto); or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to the Knowledge of Company Seller and each SellerShareholder, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, within the last five (5) years: (a) no Proceeding has been commenced by or against Company, and (b) no Proceeding otherwise involving or relating to Company has been pending or or, to the Knowledge of Seller and each Shareholder, threatened, in the past five (5) years. 2.17.4 To the extent requested by Buyer, Company has made available delivered or will deliver prior to Closing to the Buyer materially accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 There is no Order to which Company Company, or any of the assets owned or used by Company, is subject, and no Seller is not subject to any Order that relates to Company’s Business business or to any of the assets owned or used by Company. 2.17.6 No officer or, to the Knowledge of Company and each Seller, or employee of Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s Businessbusiness. 2.17.7 There is no current proposed Order that, if issued or otherwise put into effect, (a) would have an a materially adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to comply with or perform any covenant or obligation under the Agreement, or (b) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is fully covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles)insurance. 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 3.25 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: : (ai) that involves Company Assist or that otherwise relates to or likely would reasonably might affect Company’s Business Assist's business or any of the assets owned or used by Company Assist (whether or not Company Assist is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 3.25 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17Part 3.25 of the Disclosure Schedule, and except for unemployment claimssince January 1, 1996, no Proceeding has ever been commenced by or against Company, Assist; and no Proceeding otherwise involving or relating to Company Assist has been pending or threatened, in the past five (5) yearsto Assist's Knowledge threatened at any time. 2.17.4 Company (c) Assist has made available delivered to Buyer Cayenta accurate and complete copies of all pleadings, correspondence and other written materials to which Company Assist has access that relate to the Proceedings identified in Schedule 2.17Part 3.25 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company Assist, or any of the assets owned or used by CompanyAssist, is subject, ; and no Seller none of the Selling Shareholders is subject to any Order that relates to Company’s Business Assist's business or to any of the assets owned or used by CompanyAssist. 2.17.6 No officer or, to (e) To the Knowledge of Company Assist and each Sellerthe Selling Shareholders, no officer or employee of Company Assist is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s BusinessAssist's business. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s Assist's business, condition, assets, liabilities, operations, financial performance, performance or net income or prospects (or on any aspect or portion thereof) or on the ability of Company Assist or any Seller of the Selling Shareholders to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17, there is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding: (a) : 1. that involves the Company or that otherwise relates to or likely would affect the Company’s Business 's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (b) or 2. that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 (b) Except as set forth in Schedule 2.17, 2.17 to the Knowledge of Company and each Sellerthe Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (c) Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding has ever been commenced by or or, to the Knowledge of the Company, against the Company, and no Proceeding otherwise involving or relating to the Company has been pending or threatenedor, in to the past five (5) yearsKnowledge of the Company threatened at any time. 2.17.4 (d) The Company has made available delivered to the Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 There (e) To the Knowledge of the Company, there is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject, and no Seller is not subject to any Order that relates to the Company’s Business 's business or to any of the assets owned or used by the Company. 2.17.6 No officer or, to (f) To the Knowledge of Company and each Sellerthe Company, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's business. 2.17.7 There (g) To the Knowledge of the Company, there is no proposed Order that, if issued or otherwise put into effect, (ai) would have an adverse effect on the Company’s 's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller Shareholder to comply with or perform any covenant or obligation under the Agreement, or (bii) may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the transactions contemplated hereby. 2.17.8 (h) Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is fully covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles)insurance. 2.17.9 (i) Except as disclosed in Schedule 2.17, the Company is not a party to any Proceeding as a party plaintiff, nor is the Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17Part 2.22 of the Disclosure Schedule, there is no pending Proceeding, and and, to Sellers’ Knowledge, no Person has threatened to commence any Proceeding: (ai) that involves Company the Sellers or that otherwise relates to or likely would might affect Company’s Business the business of the Sellers or any of the assets owned or used by Company Assets (whether or not Company a Seller is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.22 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 . Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.22 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Companya Seller. The Parent, Members and no Proceeding otherwise involving or relating the Sellers have delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which Company has access any of the Parent, Members or the Sellers have access) that relate to the Proceedings identified in Schedule 2.17. 2.17.5 Part 2.22 of the Disclosure Schedule. There is no Order to which Company the Sellers, or any of the assets owned or used by Companythe Sellers, is subject; and none of the Members, and no Seller the Parent, or any other Related Party is subject to any Order that relates to Company’s Business the Sellers’ business or to any of the assets owned or used by Company. 2.17.6 No officer orof the Sellers. To Sellers’ Knowledge, to the Knowledge of Company and each Seller, no employee of Company the Sellers is subject to any Order that prohibits such officer or may prohibit employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 There the business of the Sellers. To Sellers’ Knowledge, there is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) of the Sellers or on the ability of Company the Parent, any Member or any Seller the Sellers to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there (a) There is no pending Proceeding, and, to the Knowledge of MTC and Seller, no Person has threatened to commence any Proceeding: : (ai) that involves Company MTC or that otherwise relates to or likely would affect Company’s Business MTC's business or any of the assets owned or used by Company MTC (whether or not Company MTC is named as a party thereto); or or (bii) that challenges, or that may is likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to Transactions. To the Knowledge knowledge of Company MTC and each Seller, Seller no event has occurred, and no claim, dispute or other condition or circumstance exists, that is likely would to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding (b) MTC has been commenced by or against Company, and no Proceeding otherwise involving or relating delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer GID accurate and complete copies of all pleadings, correspondence and other written materials to which Company MTC has access that relate to the Proceedings identified in Schedule 2.17Part 2.7 of the Disclosure Schedule. 2.17.5 (c) There is no Order to which Company MTC, or any of the assets owned or used by CompanyMTC, is subject, and no Seller is not subject to any Order that relates to Company’s Business MTC's business or to any of the assets owned or used by CompanyMTC. 2.17.6 (d) No officer or, to the Knowledge of Company and each Seller, or employee of Company MTC is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s BusinessMTC's business. 2.17.7 There (e) To the Knowledge of MTC or Seller, there is no proposed Order that, if issued or otherwise put into effect, (ai) would is likely to have an adverse effect on Company’s MTC's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company MTC or any Seller to comply with or perform any covenant or obligation under this Agreement or any of the Agreementother Transactional Documents, or (bii) may is likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.172.25 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the Company or the Selling Stockholders, no Person has threatened to commence any Proceeding: : (ai) that involves the Company or that otherwise relates to or likely would might affect the Company’s Business 's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.172.25 of the Disclosure Schedule, to the Knowledge of the Company and each Sellerthe Selling Stockholders, no event has occurred, and to the Knowledge of the Company and the Selling Stockholders, no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claims2.25 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company, ; and no Proceeding otherwise involving or relating to the Company has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 (c) the Company has made available delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 2.172.25 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject, ; and no Seller none of the Selling Stockholders is subject to any Order that relates to the Company’s Business 's business or to any of the assets owned or used by the Company. 2.17.6 No officer or, to (e) To the Knowledge of the Company and each Sellerthe Selling Stockholders, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's business. 2.17.7 There (f) To the Knowledge of the Company and the Selling Stockholders, there is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on the Company’s 's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller of the Selling Stockholders to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 4.12(a) of the Disclosure Schedule, there is no pending Proceeding, and and, to the Knowledge of the Selling Parties, no Person has threatened to commence any Proceeding: : (a1) that involves Company any of the Selling Parties or that otherwise directly or indirectly relates to or likely would might affect Company’s the Acquired Business or any of the assets owned or used by Company Purchased Assets (whether or not Company any of the Selling Parties is named as a party thereto); or or (b2) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17Part 4.12 of the Disclosure Schedule, to the Knowledge of Company and each Seller, the Selling Parties no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 4.12(b) of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, any Selling Party in relation to the Purchased Assets on the Acquired Business and no such Proceeding otherwise involving or relating to Company has been pending or threatenedor, in to the past five (5) yearsKnowledge of the Selling Parties, threatened at any time. 2.17.4 Company has made available (c) The Selling Parties have delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company any of them has access that relate to the Proceedings identified in Schedule 2.17Part 4.12(a) or (b) of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company the Selling Parties, the Acquired Business or any of the assets owned or used by Company, Purchased Assets is subject, and no Seller Selling Party is otherwise subject to any Order that relates to Company’s the Acquired Business or to any of the assets owned or used by CompanyPurchased Assets. 2.17.6 No officer or, to (e) To the Knowledge of Company and each Sellerthe Selling Parties, no officer or employee of Company the Selling Parties is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s the Acquired Business. 2.17.7 There . To the Knowledge of the Selling Parties, there is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s businessthe Purchased Assets or the Acquired Business, or the condition, assets, liabilities, operations, financial performance, net income or prospects of either thereof (or on any aspect or portion thereof) or on the ability of Company or any Seller Selling Party to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.26 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: : (ai) that involves Company MS or that otherwise relates to or likely would might affect Company’s Business MS's business or any of the assets owned or used by Company MS (whether or not Company MS is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.26 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.26 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, MS; and no Proceeding otherwise involving or relating to Company MS has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 Company (c) MS has made available delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company MS has access that relate to the Proceedings identified in Schedule 2.17Part 2.26 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company MS, or any of the assets owned or used by CompanyMS, is subject, ; and no Seller none of the Selling Shareholders is subject to any Order that relates to Company’s Business MS's business or to any of the assets owned or used by CompanyMS. 2.17.6 No officer or, to (e) To the best of the Knowledge of Company MS and each Sellerthe Selling Shareholders, no officer or employee of Company MS is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s BusinessMS's business. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s MS's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to comply with or perform any covenant or obligation under the Agreement, or (b) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.,

Proceedings; Orders. 2.17.1 (a) Except as set forth in Section 4.21(a) of the Schedule 2.17of Exceptions, there is no pending Proceeding, and to the Knowledge of Seller, no Person has threatened to commence any Proceeding: (ai) that involves Company the Business Assets or that otherwise relates to or likely would affect Company’s Business or any of the assets owned or used by Company Assumed Liabilities (whether or not Company Seller is named as a party thereto); or (bii) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to the Knowledge of Company and each Seller, no Transactions. No event has occurred, and to the Knowledge of Seller, no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to give rise, directly or indirectly give rise indirectly, to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Section 4.21(b) of the Schedule 2.17of Exceptions, and except for unemployment claims, (i) no Proceeding has been commenced by or against CompanySeller related to the Business Assets or the Assumed Liabilities since January 1, 2007, and (ii) no Proceeding otherwise involving or relating to Company the Business Assets or the Assumed Liabilities has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 There is no Order to which Company or any of the assets owned or used by Company, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to the Knowledge of Company and each Seller, employee threatened at any time since January 1, 2007. (c) Except as set forth in Section 4.21(c) of Company the Schedule of Exceptions, there is no Governmental Order to which the Business Assets or the Assumed Liabilities is subject. (d) Except as set forth in Section 4.21(d) of the Schedule of Exceptions, to the Knowledge of Seller, (i) no Business Employee is subject to any Governmental Order that prohibits such officer or employee Business Employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 There the Business or the Business Assets and (ii) there is no proposed Governmental Order that, if issued or otherwise put into effect, (a) would reasonably be expected to have an adverse effect on Company’s businessthe Business Assets, the Business, condition, assets, liabilities, operations, financial performance, performance or net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to comply with or perform any covenant or obligation under the this Agreement or any Ancillary Agreement, or (b) may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there (a) There is no pending ProceedingProceeding and, to the Knowledge of the Company and the Controlling Shareholders, no Person has threatened to commence any Proceeding: : (ai) that involves the Company or that otherwise relates to or likely would might affect Company’s Business the business of the Company or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated herebyTransactions. 2.17.2 Except as set forth in Schedule 2.17, to the Knowledge of Company and each Seller, no (b) No event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceedingmaterial Proceeding of the type described in Section 4.07(a). 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no (c) No Proceeding has ever been commenced by or against Company, the Company and no Proceeding otherwise involving or relating to the Company has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 Company has made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 (d) There is no Order to which the Company or any of the assets owned or used by Company, the Company is subject, and no Seller to the Knowledge of the Company and the Controlling Shareholders, none of the Selling Shareholders is subject to any Order that relates to Company’s Business the business of the Company or to any of the assets owned or used by the Company. 2.17.6 (e) No officer or, to the Knowledge of Company and each Seller, or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company’s Business. 2.17.7 There (f) To the knowledge of the Company and the Controlling Shareholders, there is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an a material adverse effect on Company’s the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) of the Company or on the ability of the Company or any Seller of the Controlling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the Agreementother Transactional Documents, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 4.10 of the Disclosure Schedule, there is no pending material Proceeding, and, to the Knowledge of the Company and KFx, no Person has threatened to commence any material Proceeding: : (ai) that involves the Company or that is directed at the Company and otherwise relates to or likely would affect the Company’s Business 's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (bii) that challenges, or that may is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 herein. Except as set forth in Schedule 2.17Part 4.10 of the Disclosure Schedule, to the Knowledge of the Company and each SellerKFx, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to (b) The Company has been pending or threatened, in delivered to the past five (5) years. 2.17.4 Company has made available to Buyer Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to any of the Proceedings identified in Schedule 2.17Part 4.10 of the Disclosure Schedule. 2.17.5 (c) There is no Order to which Company the Company, or any of the material assets owned or used by the Company, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to (d) To the Knowledge of the Company and each SellerKFx, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's business. 2.17.7 There (e) To the Knowledge of the Company and KFx, there is no proposed Order directed at the Company that, if issued or otherwise put into effect, (ai) would is reasonably likely to have an a material adverse effect on the Company’s 's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller to comply with or perform any covenant or obligation under this Agreement or any of the AgreementTransaction Agreements, or (bii) may is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyherein. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there (a) There is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding: (ai) that involves the Company or any of its subsidiaries or that otherwise relates to or likely would affect the Company’s Business 's or its subsidiaries' businesses or any of the assets owned or used by the Company or any of its subsidiaries (whether or not the Company is or any of its subsidiaries are named as a party thereto), except in each case for threatened Proceedings that would not, individually or in the aggregate, have a Material Adverse Effect on the Company; or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated herebyTransactions. 2.17.2 Except as set forth in Schedule 2.17, to the Knowledge of Company and each Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to (b) The Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available delivered to Buyer IDT accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 2.17Section 4.19 of the ------------ Disclosure Schedule. 2.17.5 (c) There is no Order expressly applicable to which the Company or any of its subsidiaries or any of the assets owned or used by Company, is subject, and no Seller is subject to any Order that relates to Company’s Business the Company or to any of the assets owned or used by Companyits subsidiaries. 2.17.6 No officer or, to (d) To the Knowledge of Company and each Sellerthe Company, no officer or employee of the Company or any of its subsidiaries is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's or its subsidiaries' business. 2.17.7 (e) To the Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to cause or provide a basis for a director, officer or other Representative of the Company or any of its subsidiaries to seek indemnification from, or commence a Proceeding against or involving the Company or any of its subsidiaries. (f) There is no Order or, to the Knowledge of the Company, proposed Order that, if issued or otherwise put into effect, : (ai) likely would have an adverse effect on Company’s materially adversely affect the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) of the Company and its subsidiaries, taken as a whole, or on adversely affect the ability of the Company or any Seller to comply with or perform any covenant or obligation under this Agreement or any of the Agreement, other Transactional Agreements; or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Section 4.22(a) of the Disclosure Letter, there is no pending Proceeding, and no Person a notice of which has threatened to commence any Proceeding: (a) that involves been served or otherwise communicated in writing by or upon the Company or that otherwise relates to any Subsidiary or, is pending or likely would affect Company’s Business threatened by the Company or any Subsidiary, or, to the Knowledge of the assets owned Company, is pending or used by threatened against the Company (whether or not Company is named as a party thereto); or (b) any Subsidiary, including any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, with the Merger or any of the other transactions contemplated hereby. 2.17.2 Except by this Agreement. To the Knowledge of the Company, except as set forth in Schedule 2.17, to Section 4.22(a) of the Knowledge of Company and each SellerDisclosure Letter, no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, exists that is reasonably likely would directly or indirectly to give rise to or serve as a basis for for, the commencement of any such ProceedingProceeding of the type referred to in this Section 4.22(a). 2.17.3 (b) Except as disclosed in Section 4.22(b) of the Disclosure Letter, since December 31, 2009, neither the Company nor any Subsidiary has received from any director, officer or employee any claim for indemnification, contribution or reimbursement or any request for assistance in connection with the defense of any Proceeding filed or threatened against any such individual or in which such individual is otherwise involved. (c) Except as set forth in Schedule 2.17Section 4.22(c) of the Disclosure Letter, and except for unemployment claims, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 There there is no Order to which the Company or any Subsidiary is subject that in any way relates to or could reasonably be expected to affect the Company or any Subsidiary, its business or any of its assets or Liabilities. The Company and each Subsidiary are currently, and at all times, have been, in compliance with all of the assets owned terms and requirements of each Order to which the Company or used by Company, any Subsidiary is or has been subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to . To the Knowledge of Company and each Sellerthe Company, employee no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of Company is subject to any Order that prohibits such officer time) a violation of or employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 There is no proposed Order that, if issued or otherwise put into effect, (a) would have an adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller failure to comply with any term or perform any covenant or obligation under the Agreement, or (b) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation requirement of any such ProceedingOrder.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.21 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of Seller and the Key Stockholder no Person has threatened to commence any Proceeding: : (ai) that involves Company Seller or that otherwise relates to or likely would might affect Company’s Business Seller's business or any of the assets owned or used by Company Seller (whether or not Company Seller is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.21 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.21 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, Seller; and no Proceeding otherwise involving or relating to Company Seller has been pending or threatened, in to the past five (5) yearsKnowledge of Seller and the Key Stockholder threatened at any time. 2.17.4 Company (c) Seller has made available delivered to Buyer Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company Seller has access that relate to the Proceedings identified in Schedule 2.17Part 2.21 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company Seller, or any of the assets owned or used by CompanySeller, is subject, ; and no Seller none of the Stockholders is subject to any Order that relates to Company’s Business Seller's business or to any of the assets owned or used by CompanySeller. 2.17.6 No officer or, to (e) To the best of the Knowledge of Company Seller and each Sellerthe Key Stockholder, employee of Company no officer or Employee is subject to any Order that prohibits such officer or employee Employee from engaging in or continuing any conduct, activity or practice relating to Company’s BusinessSeller's business. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s Seller's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company Seller or any Seller of the Stockholders to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17(g) There is no Proceeding pending, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up and to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17Knowledge of Seller and the Key Stockholder, Company is not a party no Person has threatened to commence any Proceeding Proceeding, that may have an adverse effect on the ability of any Stockholder to comply with or perform any of such Stockholder's covenants or obligations under any of the Transactional Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a party plaintiff, nor is Company presently contemplating basis for the initiation commencement of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.24 of the Disclosure Schedule, there is no pending Proceeding, and, to the best Knowledge of the Company and the Selling Shareholders, no Person has threatened to commence any Proceeding: (ai) that involves the Company or any Selling Shareholder or that otherwise relates to or likely would might affect the Company’s Business 's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 by this Agreement. Except as set forth in Schedule 2.17Part 2.24 of the Disclosure Schedule, to the best Knowledge of the Company and each Sellerthe Selling Shareholders, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.24 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatenedor, in to the past five (5) yearsbest Knowledge of the Company and the Selling Shareholders, threatened at any time. 2.17.4 (c) the Company and each Selling Shareholder has made available delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company it or he has access that relate to the Proceedings identified in Schedule 2.17Part 2.24 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject, ; and no Seller none of the Selling Shareholders is subject to any Order that relates to the Company’s Business 's business or to any of the assets owned or used by the Company. 2.17.6 No officer or, to (e) To the best Knowledge of the Company and each Sellerthe Selling Shareholders, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's business. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on the Company’s 's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyby this Agreement. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 4.10 of the Disclosure Schedule, there is no pending material Proceeding, and and, to the Knowledge of the Company or CIBER, no Person has threatened to commence any material Proceeding: : (ai) that involves the Company or that is directed at the Company and otherwise relates to or likely would affect the Company’s Business 's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (bii) that challenges, or that may is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated herebyherein. 2.17.2 Except as set forth in Schedule 2.17, (b) The Company has delivered to the Knowledge of Company and each Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Purchasers accurate and complete copies of all material pleadings, correspondence and other material written materials to which the Company has access that relate to any of the Proceedings identified in Schedule 2.17Part 4.10 of the Disclosure Schedule. 2.17.5 (c) There is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject. (d) To the Company's Knowledge (excluding, and for purposes of this Section 4.10(d) only, any Knowledge held by the officer or employee in question) no Seller is subject to any Order that relates to Company’s Business officer or to any employee of the assets owned or used by Company. 2.17.6 No officer or, to the Knowledge of Company and each Seller, employee of Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's business. 2.17.7 There (e) To the Company's and CIBER's Knowledge, there is no proposed Order directed at the Company that, if issued or otherwise put into effect, (ai) would is reasonably likely to have an a material adverse effect on the Company’s 's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller to comply with or perform any covenant or obligation under this Agreement or any of the AgreementTransaction Agreements, or (bii) may is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyherein. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there (a) There is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding: Proceeding (ai) that involves the Company or that that, to the Company's Knowledge, otherwise relates to or likely would affect the Company’s Business 's business or any of the assets (not including the Company's Proprietary Assets) owned or used by the Company in any materially adverse respect (whether or not the Company is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to Transactions. To the Knowledge of Company and each Sellerthe Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no (b) No Proceeding has ever been commenced by or against the Company, and no Proceeding otherwise involving or relating to the Company has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 (c) The Company has made available delivered to Buyer Acquiror accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 2.17Section 4.21 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to (e) To the Knowledge of Company and each Sellerthe Company, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's business. 2.17.7 (f) There is no Order that, or to the actual Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the Internet stored value industry) that, if issued or otherwise put into effect, (ai) likely would have an a materially adverse effect on the Company’s 's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller to comply with or perform any covenant or obligation under this Agreement or any of the Agreementother Transactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17Part 2.21 of the Disclosure Schedule, there is no pending Proceeding, and and, to the knowledge of the Seller, no Person has threatened in writing to commence any Proceeding: (ai) that involves Company the Seller Corporations or that otherwise relates to or likely would could reasonably be expected to affect Company’s Business the business of the Seller Corporations or any of the assets owned Specified Assets or used by Company the Graphics Business (whether or not Company any Seller Corporation is named as a party thereto); or (bii) that challenges, or that may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.21 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 . Except as set forth in Schedule 2.17Part 2.21 of the Disclosure Schedule, and except for unemployment claimssince January 1, 1998, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating the Seller Corporations. The Seller has delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Parent accurate and complete copies of all pleadings, correspondence and other written materials (to which Company the Seller has access access) that relate to the Proceedings identified in Schedule 2.17. 2.17.5 Part 2.21 of the Disclosure Schedule. There is no Order to which Company the Seller Corporations, or any of the assets owned or used by Companythe Seller Corporations, is subject, and no Seller Related Party is subject to any Order that relates to Company’s Business the Seller Corporations' businesses or to any of the assets owned or used by Company. 2.17.6 No officer or, to of the Knowledge Seller Corporations. To the best of Company and each the knowledge of the Seller, no employee of Company the Seller Corporations is subject to any Order that prohibits such officer or may prohibit employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 the business of the Seller Corporations. There is no proposed Order that, if issued or otherwise put into effect, (ai) would could reasonably be expected to have an adverse effect on Company’s the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) of the Seller or on the ability of Company or any the Seller to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.25(a) of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: : (ai) that involves the Company or that otherwise relates to or likely would might affect the Company’s Business business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.25(a) of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.25(b) of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company, ; and no Proceeding otherwise involving or relating to the Company has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 (c) The Company has made available delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 2.17Part 2.25 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject, ; and no Seller none of the Selling Stockholder is subject to any Order that relates to the Company’s Business business or to any of the assets owned or used by the Company. 2.17.6 No (e) To the best of the Company’s Knowledge no officer or, to the Knowledge of Company and each Seller, or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Businessbusiness. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on the Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller of the Selling Stockholder to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17(a) To the Knowledge of the Company, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: Proceeding (ai) that involves the Company or that otherwise relates to or likely would affect the Company’s Business 's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to Transactions. To the Knowledge of Company and each Sellerthe Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such ProceedingProceeding which could reasonably have a material adverse effect on the Company. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no (b) No Proceeding has ever been commenced by or against the Company, and no Proceeding otherwise involving or relating to the Company has been pending or threatened, in the past five (5) yearsat any time. 2.17.4 (c) The Company has made available delivered to Buyer Acquiror or its counsel accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 2.17Section 4.20 of the Disclosure Schedule. 2.17.5 There (d) To the Company's Knowledge, there is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to (e) To the Knowledge of Company and each Sellerthe Company, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's business. 2.17.7 There (f) To the Knowledge of the Company, there is no Order that, or proposed Order (other than any proposed Order that would be applicable generally to the semiconductor industry) that, if issued or otherwise put into effect, (ai) likely would have an adverse effect on the Company’s 's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller to comply with or perform any covenant or obligation under this Agreement or any of the Agreementother Transactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17Part 2.27 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (ai) that involves Company the Seller or that otherwise relates to or likely would might affect Company’s Business the business of the Seller or any of the assets owned or used by Company Assets (whether or not Company the Seller is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.27 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 . Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.27 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, the Seller. The Shareholders and no Proceeding otherwise involving or relating the Seller have delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which Company the Shareholder or the Seller has access access) that relate to the Proceedings identified in Schedule 2.17. 2.17.5 Part 2.27 of the Disclosure Schedule. There is no Order to which Company the Seller, or any of the assets owned or used by Companythe Seller, is subject, ; and no Seller neither the Shareholders nor any other Related Party is subject to any Order that relates to Company’s Business the Seller's business or to any of the assets owned or used by Company. 2.17.6 No officer orof the Seller. To the best of the knowledge of the Seller and the Shareholder, to the Knowledge of Company and each Seller, no employee of Company the Seller is subject to any Order that prohibits such officer or may prohibit employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 the business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) of the Seller or on the ability of Company the Shareholder or any the Seller to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth identified in Schedule 2.17Part 5.7 of the Disclosure Schedule, there is are no pending ProceedingProceedings, and and, to PickAx's knowledge, no Person has threatened to commence any Proceeding: : (ai) that (x) involves Company PickAx or that any of its Subsidiaries or (y) otherwise relates to or likely would might affect Company’s Business the business or any of the material assets owned or used by Company PickAx or any of its Subsidiaries (whether or not Company PickAx or any of its Subsidiaries is named as a party thereto), other than Proceedings to which PickAx or any of its Subsidiaries are not parties that would affect businesses generally; or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17Transactions or PickAx's ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the Knowledge knowledge of Company and each SellerPickAx, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding (b) PickAx has been commenced by or against Company, and no Proceeding otherwise involving or relating delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Omnis accurate and complete copies of all pleadings, correspondence and other written materials to which Company PickAx has access that relate to the Proceedings identified in Schedule 2.17Part 5.7 of the Disclosure Schedule, if any. 2.17.5 (c) There is no Order to which Company PickAx or any of its Subsidiaries, or any of the assets owned or used by Company, is subject, and no Seller is subject to any Order that relates to Company’s Business PickAx or to any of the assets owned or used by Companyits Subsidiaries, are subject. 2.17.6 No (d) To PickAx's knowledge, no officer or, to the Knowledge of Company and each Seller, or employee of Company PickAx or any of its Subsidiaries is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 There is no proposed Order that, if issued or otherwise put into effect, (a) would have an adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability business of Company PickAx or any Seller to comply with or perform any covenant or obligation under the Agreement, or (b) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyits Subsidiaries. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17Part 2.25 of the Disclosure Schedule, there is no pending Proceeding, and no Person to Seller's Knowledge has threatened to commence any Proceeding: (ai) that involves Company any member of the Seller Group or that otherwise relates to or likely would might affect Company’s Business the business of any member of the Seller Group or any of the assets owned or used by Company of any member of the Seller Group (whether or not Company any member of the Seller Group is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.25 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 . Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.25 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, and no Proceeding otherwise involving any member of the Seller Group. The Seller has delivered to (or relating to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer for inspection by) the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which Company the Seller has access access) that relate to the Proceedings identified in Schedule 2.17. 2.17.5 There Part 2.25 of the Disclosure Schedule. To Seller's Knowledge, there is no Order to which Company any member of the Seller Group, or any of the assets owned or used by Companyany member of the Seller Group, is subject, and no Seller is subject to any Order ; or that relates to Company’s Business the Seller's business or to any of the assets owned or used by Company. 2.17.6 No officer or, to of any member of the Knowledge of Company and each Seller, employee of Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 Seller Group. There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on of any aspect or portion thereof) member of the Seller Group or on the ability of Company the Seller or any other member of the Seller Group to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Part 2.25 of the Disclosure Schedule 2.17and to Seller’s Knowledge, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (ai) that involves Company Seller or that otherwise relates to or likely would might affect CompanySeller’s Business business or any of the assets Assets owned or used by Company Seller (whether or not Company Seller is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated herebyTransactions. 2.17.2 (b) Except as set forth in Schedule 2.17, to Part 2.25 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (c) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.25 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, Seller; and no Proceeding otherwise involving or relating to Company Seller has been pending or threatened, in the past five (5) yearsto Seller’s Knowledge threatened at any time. 2.17.4 Company (d) Seller has made available delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company Seller has access that relate to the Proceedings identified in Schedule 2.17Part 2.25 of the Disclosure Schedule. 2.17.5 (e) There is no Order to which Company Seller or any of the assets Assets owned or used by CompanySeller, is subject, and no Seller is subject to any Order that relates to CompanySeller’s Business business or to any of the assets Assets owned or used by CompanySeller. 2.17.6 No officer or(f) To Seller’s Knowledge, to the Knowledge of Company ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and each Seller, employee of Company is ▇▇▇▇▇ ▇▇▇▇▇ are not subject to any Order that prohibits such officer or employee them from engaging in or continuing any conduct, activity or practice relating to CompanySeller’s Businessbusiness. 2.17.7 (g) There is no proposed Order that, if issued or otherwise put into effect, : (ai) would have an any material adverse effect on Companythe Assets or Seller’s businessbusiness or financial condition,, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may would, to Seller’s Knowledge, have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 3.25 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: : (ai) that involves Company Havoc or that otherwise relates to or likely would reasonably might affect Company’s Business Havoc's business or any of the assets owned or used by Company Havoc (whether or not Company Havoc is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 3.25 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17Part 3.25 of the Disclosure Schedule, and except for unemployment claims, since inception no Proceeding has ever been commenced by or against Company, Havoc; and no Proceeding otherwise involving or relating to Company Havoc has been pending or threatened, in the past five (5) yearsto Havoc's Knowledge threatened at any time. 2.17.4 Company (c) Havoc has made available delivered to Buyer AEND accurate and complete copies of all pleadings, correspondence and other written materials to which Company Havoc has access that relate to the Proceedings identified in Schedule 2.17Part 3.25 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company Havoc, or any of the assets owned or used by CompanyHavoc, is subject, ; and no Seller none of the Selling Shareholders is subject to any Order that relates to Company’s Business Havoc's business or to any of the assets owned or used by CompanyHavoc. 2.17.6 No officer or, to (e) To the Knowledge of Company Havoc and each Sellerthe Selling Shareholders, no officer or employee of Company Havoc is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s BusinessHavoc's business. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s Havoc's business, condition, assets, liabilities, operations, financial performance, performance or net income or prospects (or on any aspect or portion thereof) or on the ability of Company Havoc or any Seller of the Selling Shareholders to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there 4.16.1 There is no pending Proceeding, and to AJOL's and BUYERS Knowledge no Person has threatened to commence any Proceeding: (a) : 1. that involves Company AJOL or that otherwise relates to or likely would affect Company’s Business AJOL's business or any of the assets owned or used by Company AJOL (whether or not Company AJOL is named as a party theretothereto ); or (b) or 2. that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to 4.16.2 To the Knowledge of Company AJOL and each SellerBUYERS, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no 4.16.3 No Proceeding has ever been commenced by or against CompanyAJOL, and no Proceeding otherwise involving or relating to Company has AJOL has, to the Knowledge of AJOL and BUYERS been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 Company has made available 4.16.4 AJOL is not a party to Buyer accurate and complete copies any Proceeding as a party plaintiff, nor is AJOL presently contemplating the initiation of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17any such Proceeding. 2.17.5 4.16.5 There is no Order to which Company AJOL, or any of the assets owned or used by CompanyAJOL, is subject, and no Seller is BUYERS are not subject to any Order that relates to Company’s Business AJOL's business or to any of the assets owned or used by CompanyAJOL. 2.17.6 No officer or, to 4.16.6 To the best of the Knowledge of Company AJOL and each SellerBUYERS, no officer or employee of Company AJOL is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s BusinessAJOL's business. 2.17.7 4.16.7 There is no proposed Order that, if issued or otherwise put into effect, (ai) would have an adverse effect on Company’s AJOL's business, condition, assets, liabilities, operations, financial performance, net income or prospects (( or on any aspect or portion thereof) or on the ability of Company AJOL or any Seller BUYERS to comply with or perform any covenant or obligation under the Agreement, or (bii) may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the transactions contemplated hereby. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.. EXHIBIT 2.0

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.23(a) of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened in writing to commence any Proceeding: : (ai) that involves Company Seville or that otherwise relates to or likely would might affect Company’s Business Seville's business or any of the assets owned or used by Company Seville (whether or not Company Seville is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17Part 2.23(a) of the Disclosure Schedule, to the Knowledge of Company and each Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding (b) Seville has been commenced by or against Company, and no Proceeding otherwise involving or relating delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company Seville has access that relate to the Proceedings identified in Schedule 2.17Part 2.23(a) of the Disclosure Schedule. 2.17.5 (c) There is no Order to which Company Seville, or any of the assets owned or used by CompanySeville, is subject, ; and no Seller the Selling Shareholder is not subject to any Order that relates to Company’s Business Seville's business or to any of the assets owned or used by CompanySeville. 2.17.6 No (d) To the best knowledge of Seville and the Selling Shareholder, no officer or, to the Knowledge of Company and each Seller, or employee of Company Seville is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s BusinessSeville's business. 2.17.7 (e) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an a material adverse effect on Company’s Seville's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company Seville or any Seller the Selling Shareholder to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17Part 2.26 of the Disclosure Schedule, there is no pending Proceeding, and no Person has has, to Seller's knowledge, threatened to commence any Proceeding: (ai) that involves Company the Seller or that otherwise relates to or likely would might affect Company’s Business the business of the Seller or any of the assets owned or used by Company Assets (whether or not Company the Seller is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except Transactions. To Seller's knowledge and except as set forth in Schedule 2.17, to Part 2.26 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 . Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.26 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, and no Proceeding otherwise involving or relating the Seller. The Seller has delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which Company the Seller has access access) that relate to the Proceedings identified in Schedule 2.17. 2.17.5 Part 2.26 of the Disclosure Schedule. There is no Order to which Company the Seller, or any of the assets Assets owned or used by Companythe Seller is subject and, is subjectto the Seller's knowledge, and no none of the stockholders of the Seller nor any Related Party is subject to any Order that relates to Company’s Business the Seller's business or to any of the assets owned or used by Company. 2.17.6 No officer or, to Assets of the Knowledge Seller. To the knowledge of Company and each the Seller, no employee of Company the Seller is subject to any Order that prohibits such officer or may prohibit employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business. 2.17.7 There the business of the Seller. To Seller's knowledge, there is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an a adverse effect on Company’s the business, financial condition, assets, liabilities, operations, financial performance, net income liabilities or prospects (or on any aspect or portion thereof) results of operations of the Seller or on the ability of Company or any the Seller to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.172.25 of the Disclosure Schedule, there is no pending Proceeding, and to the Company’s Knowledge, no Person has threatened to commence any Proceeding: : (ai) that involves Company or that otherwise relates to or likely would affect against the Company’s Business or any of the assets owned or used by Company ; or (whether or not Company is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated herebyTransactions. 2.17.2 (b) Except as set forth in Schedule 2.17, to 2.25 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly might (with or indirectly without notice or lapse of time) give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (c) Except as set forth in Schedule 2.17, and except for unemployment claims2.25 of the Disclosure Schedule, no Proceeding Proceeding, during the seven (7) year period prior to the Closing Date, has ever been commenced by or against the Company, ; and no Proceeding otherwise involving or relating to the Company has been pending or or, to the Company’s Knowledge, threatened, in the past five (5) years. 2.17.4 (d) The Company has made available allowed the Parent access to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access possesses that relate to the Proceedings identified in Schedule 2.172.25 of the Disclosure Schedule. 2.17.5 (e) There is no Order to which Company against the Company, or against any of the assets owned or used by Company, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 (f) No officer or, to the Knowledge of Company and each Seller, or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Businessbusiness. 2.17.7 (g) There is no proposed Order against the Company that, if issued or otherwise put into effect, (ai) would may have an adverse effect on the Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there (a) There is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding: Proceeding (ai) that involves the Company or any of its subsidiaries or that otherwise relates to or likely would affect the Company’s Business 's or its subsidiaries' business or any of the assets owned or used by the Company or any of its subsidiaries (whether or not the Company or any of its subsidiaries is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to Transactions. To the Knowledge of Company and each Sellerthe Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no (b) No Proceeding has ever been commenced by or against Companythe Company or any of its subsidiaries, and no Proceeding otherwise involving or relating to the Company or any of its subsidiaries has been pending or threatenedor, in to the past five (5) yearsCompany's Knowledge, threatened at any time. 2.17.4 Company has made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 (c) There is no Order to which the Company or any of its subsidiaries, or any of the assets owned or used by Companythe Company or any of its subsidiaries, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to (d) To the Knowledge of Company and each Sellerthe Company, no Principal Stockholder, officer or employee of the Company or any of its subsidiaries is or was subject to any Order that prohibits or prohibited such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's and each of its subsidiaries' business. 2.17.7 (e) There is no Order, or to the Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the digital media software industry) that, if issued or otherwise put into effect, (ai) likely would have an a material adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Seller to comply with or perform any covenant or obligation under the Agreement, this Agreement or (bii) may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17Part 2.22 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (a) that involves Company the Seller or that otherwise relates affects, or would reasonably be expected to or likely would affect Company’s affect, the Business or any of the assets owned or used by Company Assets (whether or not Company the Seller is named as a party thereto); or (b) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.22 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding . The Seller has been commenced by or against Company, and no Proceeding otherwise involving or relating delivered to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which Company the Seller has access access) that relate to the Proceedings identified in Schedule 2.17. 2.17.5 Part 2.22 of the Disclosure Schedule. There is no Order to which Company the Seller or any of the assets owned or used by Company, Assets is subject, ; and no Seller none of the Related Parties is subject to any Order that relates to Company’s the Business or to any of the assets owned or used by Company. 2.17.6 No officer or, to Assets. To the Knowledge knowledge of Company and each the Seller, employee of Company no Business Employee is subject to any Order that prohibits would reasonably be expected to prohibit such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s the Business. 2.17.7 There . To the knowledge of the Seller, there is no proposed Order that, if issued or otherwise put into effect, (ai) would reasonably be expected to have an adverse effect on Company’s businessthe Business, conditionthe Assets, assets, liabilities, operations, financial performance, net income or the prospects (or on any aspect or portion thereof) of the Business or on the ability of Company or any the Seller to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.173.24(a) attached hereto, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (a) Proceeding that involves the Company or that otherwise relates to or likely would might affect the Company’s Business business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (b) that challenges, or that may could be reasonably expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to the Knowledge of Company and each Seller3.24(a) attached hereto, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claims3.24(b) attached hereto, no Proceeding has ever been commenced by or against the Company, ; and no Proceeding otherwise involving or relating to the Company has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 (c) The Company has made available delivered to Buyer the ILOG Group accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 2.173.24(c) attached hereto. 2.17.5 (d) There is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject, ; and no Seller is none of the LogicTools Stockholders are subject to any Order that relates to the Company’s Business business or to any of the assets owned or used by the Company. 2.17.6 No officer or, to (e) To the Knowledge of the Company and each Sellerthe Voting Stockholders, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Businessbusiness. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would have an adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to comply with or perform any covenant or obligation under the Agreement, a Material Adverse Effect or (bii) may could be reasonably expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there a. There is no pending Proceedingproceeding, and, to the best knowledge of Deltco and the Seller, no Person person has threatened to commence any Proceeding: (aproceeding: i) that involves Company Deltco or that otherwise relates to or likely would might affect Company’s Business the business or any of the assets owned or used by Company Deltco (whether or not Company Deltco is named as a party thereto); or (bor ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to transactions. To the Knowledge best of Company the knowledge of Deltco and each the Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceedingproceeding. 2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company has made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 b. There is no Order order to which Company Deltco, or any of the assets owned or used by CompanyDeltco, is subject, ; and no the Seller is not subject to any Order order that relates to Company’s Business the business or to any of the assets owned or used by CompanyDeltco. 2.17.6 No officer or, to c. To the Knowledge best of Company the knowledge of Deltco and each the Seller, no officer or employee of Company Deltco is subject to any Order order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s Businessthe business of Deltco. 2.17.7 d. There is no proposed Order order that, if issued or otherwise put into effect, (ai) would may have an a material adverse effect on Company’s the business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) of Deltco or on the ability of Company Deltco or any the Seller to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebytransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.26 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: : (ai) that involves Company MS or that otherwise relates to or likely would might affect Company’s Business MS's business or any of the assets owned or used by Company MS (whether or not Company MS is named as a party thereto); or or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. 2.17.2 Transactions. Except as set forth in Schedule 2.17, to Part 2.26 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.26 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, MS; and no Proceeding otherwise involving or relating to Company MS has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 Company (c) MS has made available delivered to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company MS has access that relate to the Proceedings identified in Schedule 2.17Part 2.26 of the Disclosure Schedule. 2.17.5 (d) There is no Order to which Company MS, or any of the assets owned or used by CompanyMS, is subject, ; and no Seller none of the Selling Shareholders is subject to any Order that relates to Company’s Business MS's business or to any of the assets owned or used by CompanyMS. 2.17.6 No officer or, to (e) To the best of the Knowledge of Company MS and each Sellerthe Selling Shareholders, no officer or employee of Company MS is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s BusinessMS's business. 2.17.7 (f) There is no proposed Order that, if issued or otherwise put into effect, (ai) would may have an adverse effect on Company’s MS's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company MS or any Seller of the Selling Shareholders to comply with or perform any covenant or obligation under any of the AgreementTransactional Agreements, or (bii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyTransactions. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.173.13(a), since January 1, 2013 there has not been, and there is no not pending Proceedingor, and no Person has threatened to commence the Knowledge of Sellers, threatened, any Proceeding: : (ai) that involves By or against any Acquired Company or that otherwise relates to or likely would could affect Company’s Business the business of, or any of the assets owned or used by Company by, any Acquired Company; or (whether ii) By or not Company is named as a party thereto)against any Seller that relates to the Acquired Interests; or or (biii) that 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 of the transactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to Contemplated Transaction. To the Knowledge of Company and each SellerSellers, no event has occurred, and no claim, dispute or other condition occurred or circumstance exists, exists that likely would directly or indirectly could give rise to or serve as a basis for the commencement of any such Proceeding. Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each pending or threatened Proceeding listed in Schedule 3.13(a). None of the pending or threatened Proceedings listed in Schedule 3.13(a), individually or in the aggregate, will or could reasonably be expected to result in an adverse consequence to any Acquired Company or in any Acquired Company incurring Losses of $10,000 or more or being subjected to any Order. 2.17.3 (b) Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to Company has been pending or threatened, in the past five 3.13(b): (5i) years. 2.17.4 Company has made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 There is no Order to which Company any Acquired Company, or any of the assets owned or used by any Acquired Company, is subject, and no ; and (ii) No Seller is subject to any Order that relates to the business of, or any assets owned or used by, any Acquired Company’s Business . (c) Except as set forth in Schedule 3.13(c): (i) Each Acquired Company has at all times been in compliance with each Order to which it, or to any of the assets owned or used by Company.it, is or has been subject; 2.17.6 (ii) No officer orevent has occurred or circumstance exists that could constitute or result in (with or without notice or lapse of time) a violation of, or failure to the Knowledge of Company and each Sellercomply with, employee of Company is subject to any Order that prohibits such officer or employee from engaging in or continuing to which (A) any conductAcquired Company, activity or practice relating to Company’s Business. 2.17.7 There is no proposed Order that, if issued or otherwise put into effect, (a) would have an adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to comply with assets owned or perform used by any covenant or obligation under the AgreementAcquired Company, is subject, or (bB) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 Seller is covered by existing policies of insurance up subject that relates to the maximum applicable policy limit business of, or any assets owned or used by, any Acquired Company; and (excluding required deductibles)iii) No Acquired Company or Seller has, at any time received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, or potential violation of, or failure to comply with, any Order to which (A) any Acquired Company, or any assets owned or used by any Acquired Company, is subject, or (B) any Seller is subject that relates to the business of, or any assets owned or used by, any Acquired Company. 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. 2.17.1 (a) Except as set forth in Schedule 2.17Part 2.23 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the Selling Shareholders no Person has threatened to commence any Proceeding: (ai) that involves the Company or any Selling Shareholder or that otherwise relates to or likely would reasonably be expected to adversely affect the Company’s Business 's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (bii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.by this Agreement 2.17.2 (b) Except as set forth in Schedule 2.17, to Part 2.23 of the Knowledge of Company and each SellerDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to, directly or indirectly indirectly, give rise to or serve as a basis for the commencement of any such Proceeding. 2.17.3 (c) Except as set forth in Schedule 2.17, and except for unemployment claimsPart 2.23 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Company, the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened, in the past five (5) yearsthreatened at any time. 2.17.4 (d) the Company and each Selling Shareholder has made available to Buyer the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which Company it or he has access that relate to the Proceedings identified in Schedule 2.17Part 2.23 of the Disclosure Schedule. 2.17.5 (e) There is no Order to which Company the Company, or any of the assets owned or used by the Company, is subject, ; and no Seller none of the Selling Shareholders is subject to any Order that relates to the Company’s Business 's business or to any of the assets owned or used by the Company. 2.17.6 No officer or, to (f) To the Knowledge of Company and each Sellerthe Selling Shareholders, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company’s Business's business. 2.17.7 (g) There is no proposed Order that, if issued or otherwise put into effect, (ai) would reasonably be expected to have an adverse effect on the Company’s 's business, condition, assets, liabilities, operations, operations or financial performance, net income or prospects performance (or on any aspect or portion thereof) or on the ability of the Company or any Seller of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, or (bii) may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated herebyby this Agreement. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.