Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser or that otherwise relates to or might affect the business of the Purchaser (whether or not the Purchaser is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser has delivered to the Shareholders accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 of the Purchaser Disclosure Schedule. There is no Order to which the Purchaser, or any of the assets owned or used by the Purchaser, is subject; and the Purchaser is not subject to any Order that relates to its business or to any of the assets of its Purchaser. To the best of the knowledge of the Purchaser, no employee of the Purchaser is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectively. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser or on the ability of the Purchaser with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser or ISx or that otherwise relates to or might affect the business of the Purchaser or ISx (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the PurchaserPurchaser or ISx. The Purchaser has delivered to the Shareholders Seller accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 of the Purchaser Disclosure Schedule. There is no Order to which the PurchaserPurchaser or ISx, or any of the assets owned or used by the PurchaserPurchaser or ISx, is subject; and neither the Purchaser nor ISx is not subject to any Order that relates to its their respective business or to any of the assets of its Purchaserthe Purchaser or ISx. To the best of the knowledge of the Purchaser, no employee of the Purchaser or ISx is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser or ISx, respectively. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser or ISx or on the ability of the Purchaser with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.25 of the Purchaser Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser Seller and the Members no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the business of the Purchaser Seller or any of the Assets (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.25 of the Purchaser Seller Disclosure Schedule, to the best of the knowledge of the Purchaser Seller and the Members 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.25 of the Purchaser Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the PurchaserSeller. The Purchaser has Members and the Seller have delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Purchaser Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 2.25 of the Purchaser Seller Disclosure Schedule. There is no Order to which the PurchaserSeller, or any of the assets owned or used by the PurchaserSeller, is subject; and none of the Purchaser Members or any other Related Party is not subject to any Order that relates to its the Seller's business or to any of the assets of its Purchaserthe Seller. To the best of the knowledge of the PurchaserSeller and the Members, no employee of the Purchaser Seller is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser Seller or on the ability of any Member or the Purchaser Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.25 of the Purchaser Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser Shareholders no Person has threatened to commence any Proceeding: (i) that involves the Purchaser any Target Company or that otherwise relates to or might affect the business of the Purchaser any Target Company (whether or not the Purchaser any Target Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.25 of the Purchaser Target Disclosure Schedule, to the best of the knowledge of the Purchaser Shareholders 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.25 of the Purchaser Target Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaserany Target Company since January 1, 2000. The Purchaser has Shareholders have delivered or made available to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Purchaser Shareholders or any of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 2.25 of the Purchaser Target Disclosure Schedule. There is no Order to which the Purchaserany Target Company, or any of the assets owned or used by the Purchaserany Target Company, is subject; and none of the Purchaser Shareholders or any other Related Party is not subject to any Order that relates to its any of the Target Companies' business or to any of the assets of its Purchaserany Target Company. To the best of the knowledge of the PurchaserShareholders, no employee of the Purchaser any Target Company is subject to any Order that may prohibit the such employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelyapplicable Target Company. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser any Target Company or on the ability of the Purchaser any Shareholder to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the business of the Purchaser Seller or any of the Purchased Assets (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser Seller’s Knowledge 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser Seller during the 12 months preceding the date of this Agreement, and the Seller has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 3.10 2.16 of the Purchaser Disclosure Schedule. There is no Order to which the Purchaser, Seller or any of the assets owned or used by the PurchaserSeller, is subject; and the Purchaser is not subject to any Order that relates to its business or to any of the assets of its Purchaser. To the best of the knowledge of the Purchaser, Seller’s Knowledge no employee of the Purchaser Seller is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Purchaser Seller or on the ability of the Purchaser Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 3.10 2.24 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of Company and the Purchaser Selling Shareholders no Person has threatened to commence any Proceeding: (i) that involves such Selling Shareholders, the Purchaser Company or any of its subsidiaries or that otherwise relates to or might affect the business of the Purchaser 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 Purchaser Company or any of its subsidiaries is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactionstransactions contemplated by this Agreement. Except as set forth in Part 3.10 2.24 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 3.10 2.24 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against any Selling Shareholder, the Purchaser. The Purchaser 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 at any time. (c) the Company and the Selling Shareholders have delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser it, any of its subsidiaries or he has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 2.24 of the Purchaser Disclosure Schedule. . (d) There is no Order to which the PurchaserCompany or any of its subsidiaries, or any of the assets owned or used by the PurchaserCompany or any of its subsidiaries, is subject; and the Purchaser no Selling Shareholder is not subject to any Order that relates to the business of the Company or any of its business subsidiaries or to any of the assets owned or used by the Company or any of its Purchaser. subsidiaries. (e) To the best Knowledge of the knowledge of Company and the PurchaserSelling Shareholders, no officer or employee of the Purchaser Company or any of its subsidiaries is subject to any Order that may prohibit the prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectively. Company or any of its subsidiaries. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects (or on any aspect or portion thereof) of the Purchaser Company or any of its subsidiaries or on the ability of the Purchaser Company or its subsidiaries or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the Transactional Agreementstransactions contemplated by this Agreement, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactionstransactions contemplated by this Agreement.

Proceedings; Orders. Except as set forth in Part 3.10 2.27 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the business of the Purchaser Seller or any of the Assets (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.27 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.27 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the PurchaserSeller. The Purchaser has Shareholders and the Seller have delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Shareholder or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 3.10 2.27 of the Purchaser Disclosure Schedule. There is no Order to which the PurchaserSeller, or any of the assets owned or used by the PurchaserSeller, is subject; and neither the Purchaser Shareholders nor any other Related Party is not subject to any Order that relates to its the Seller's business or to any of the assets of its Purchaserthe Seller. To the best of the knowledge of the PurchaserSeller and the Shareholder, no employee of the Purchaser Seller is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Purchaser Seller or on the ability of the Purchaser Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure ScheduleSchedule and to Seller’s Knowledge, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the Seller’s business or any of the Purchaser Assets owned or used by Seller (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. . (b) Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. . (c) Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser Seller; and no Proceeding otherwise involving or relating to Seller has been pending or to Seller’s Knowledge threatened at any time. (d) Seller has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 2.25 of the Purchaser Disclosure Schedule. . (e) There is no Order to which the Purchaser, Seller or any of the assets Assets owned or used by the PurchaserSeller, is subject; and the Purchaser is not subject to any Order that relates to its Seller’s business or to any of the assets of its Purchaser. Assets owned or used by Seller. (f) To the best of the knowledge of the PurchaserSeller’s Knowledge, no employee of the Purchaser is Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxx are not subject to any Order that may prohibit the employee prohibits them from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectively. Seller’s business. (g) There is no proposed Order that, if issued or otherwise put into effect, : (i) may would have an any material adverse effect on the businessAssets or Seller’s business or financial condition,, condition, assets, liabilities, operations, financial performance or net income of the Purchaser or on the ability of the Purchaser Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may would, to Seller’s Knowledge, have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.21 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the business of the Purchaser Seller or any of the Assets (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.21 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.21 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the PurchaserSeller. The Purchaser has Parent, Principal Shareholder and the Seller have delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Purchaser Parent or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 3.10 2.21 of the Purchaser Disclosure Schedule. There is no Order to which the PurchaserSeller, or any of the assets owned or used by the PurchaserSeller, is subject; and neither the Purchaser Parent, Principal Shareholder nor any other Related Party is not subject to any Order that relates to its the Seller’s business or to any of the assets of its Purchaserthe Seller. To the best of the knowledge of Parent’s, the PurchaserPrincipal Shareholder’s and the Seller’s knowledge, no employee of the Purchaser Seller is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Purchaser Seller or on the ability of any Shareholder or the Purchaser Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure Schedule, there is no pending Proceedingor, and to the best Knowledge of the knowledge of the Purchaser no Person has Major Stockholder, threatened to commence any Proceeding: : (i) that involves the Purchaser ALC or that otherwise relates would reasonably be expected to have a material adverse effect on ALC’s business or might affect the business any of the Purchaser assets owned or used by ALC (whether or not the Purchaser ALC is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure Schedule, to the best Knowledge of the knowledge of the Purchaser Major Stockholder, 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 basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against ALC that has not been fully resolved, including all rights to appeal; and no Proceeding otherwise involving or relating to ALC is pending that would reasonably be expected to have a material adverse effect on ALC, ALC’s business or any of the Purchaser. The Purchaser assets owned or used by ALC. (c) ALC has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser ALC has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 2.25(a) of the Purchaser Disclosure Schedule. . (d) There is no Order to which the PurchaserALC, or any of the assets owned or used by the PurchaserALC, is subject; and and, to the Purchaser Knowledge of the Major Stockholder, none of the Sellers is not subject to any Order that relates to its ALC’s business or to any of the assets of its Purchaser. owned or used by ALC. (e) To the best Knowledge of the knowledge of the PurchaserMajor Stockholder, no officer or employee of the Purchaser ALC is subject to any Order that may prohibit the prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to ALC’s business. (f) To the business Knowledge of the Purchaser respectively. There Major Stockholder, there is no proposed Order that, if issued or otherwise put into effect, (i) may would reasonably be expected to have an a material adverse effect on the ALC’s business, condition, assets, liabilities, operations, financial performance or performance, net income of the Purchaser or prospects (or on any aspect or portion thereof) or on the ability of ALC or any of the Purchaser Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (A) Except as set forth in Part 3.10 2.20 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of the Purchaser Seller no Person has threatened to commence any Proceeding: : (iI) that involves the Purchaser Seller or that otherwise relates to or might affect the Seller's business or any of the Purchaser assets owned or used by Seller (whether or not the Purchaser Seller is named as a party thereto); or or (iiII) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.20 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser Seller's Knowledge, 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 basis for the commencement of any such Proceeding. . (B) Except as set forth in Part 3.10 2.20 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against Seller; and no Proceeding otherwise involving or relating to Seller has been pending or to the Purchaser. The Purchaser Knowledge of Seller threatened at any time. (C) Seller has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 2.20 of the Purchaser Disclosure Schedule. . (D) There is no Order to which the PurchaserSeller, or any of the assets owned or used by the PurchaserSeller, is subject; and none of the Purchaser Stockholders is not subject to any Order that relates to its Seller's business or to any of the assets of its Purchaser. owned or used by Seller. (E) To the best Knowledge of the knowledge of the PurchaserSeller, no officer or employee of the Purchaser is subject to any Order that may prohibit the prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Seller's business of the Purchaser respectively. as currently being conducted or intended to be conducted. (F) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Seller's business, condition, assets, liabilities, operations, financial performance or performance, net income of the Purchaser or prospects (or on any aspect or portion thereof) or on the ability of Seller or any of the Purchaser Stockholders to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions. (G) There is no Proceeding pending, and to the Knowledge of Seller, no Person has threatened to commence any Proceeding, that may have a Material 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 basis for the commencement of any such Proceeding.

Proceedings; Orders. Except as set forth in Part 3.10 2.26 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has has, to Seller's knowledge, threatened to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the business of the Purchaser Seller or any of the Assets (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except To Seller's knowledge and except as set forth in Part 3.10 2.26 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.26 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the PurchaserSeller. The Purchaser Seller has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 3.10 2.26 of the Purchaser Disclosure Schedule. There is no Order to which the PurchaserSeller, or any of the assets Assets owned or used by the PurchaserSeller is subject and, to the Seller's knowledge, none of the stockholders of the Seller nor any Related Party is subject; and the Purchaser is not subject to any Order that relates to its the Seller's business or to any of the assets Assets of its Purchaserthe Seller. To the best of the knowledge of the PurchaserSeller, no employee of the Purchaser Seller is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller. There To Seller's knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an a adverse effect on the business, financial condition, assets, liabilities, operations, financial performance liabilities or net income results of operations of the Purchaser Seller or on the ability of the Purchaser Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, there There is no pending Proceeding, and and, to the best of the knowledge of the Purchaser Seller, no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Seller, its Juniper Valley Farms Dairy Business or that otherwise relates to or might affect the business Juniper Valley Farms Dairy Business of the Purchaser (whether Seller or not any of the Purchaser is named as a party thereto)Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, to To the best of the knowledge of the Purchaser Seller, 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 basis for the commencement of any such Proceeding. Except as set forth , other than notices regarding product dating issues in Part 3.10 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser has delivered to the Shareholders accurate New York City and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 of the Purchaser Disclosure ScheduleFlorida. There is no Order to which the PurchaserSeller's Juniper Valley Farms Dairy Business, or any of the assets owned or used by the Purchaser, is subjectAssets; and the Purchaser no Related Party is not subject to any Order that relates to its business the Seller's Juniper Valley Farms Dairy Business or to any of the assets of its PurchaserAssets. To the best of the knowledge of the PurchaserSeller, no employee of the Purchaser Seller is subject to any Order that may prohibit the such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business Juniper Valley Farms Dairy Business of the Purchaser respectivelySeller. There To the best of the knowledge of the Seller, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser Seller or on the ability of the Purchaser Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.23 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Sellers or the General Partners or that otherwise relates to or might affect the business of the Purchaser Sellers or any of the Assets (whether or not the Purchaser is Sellers are named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.23 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.23 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the PurchaserSellers. The Purchaser has General Partners and the Sellers have delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Purchaser has access and which are not subject to General Partners or the attorney client privilege or work product doctrineSellers have access) that relate to the Proceedings identified in Part 3.10 2.23 of the Purchaser Disclosure Schedule. There is no Order to which the PurchaserSellers, or any of the assets owned or used by the PurchaserSellers, is subject; and none of the Purchaser General Partners or any other Related Party is not subject to any Order that relates to its the Sellers' business or to any of the assets of its Purchaserthe Sellers. To the best of the knowledge of the PurchaserSellers and the General Partners, no employee of the Purchaser Sellers is subject to any Order that may prohibit the such employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySellers. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Purchaser Sellers or on the ability of any General Partner or the Purchaser Sellers to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.23 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the business of the Purchaser Seller or any of the Assets (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.23 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.23 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the PurchaserSeller. The Purchaser has Shareholders and the Seller have delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Purchaser Shareholders or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 3.10 2.23 of the Purchaser Disclosure Schedule. There is no Order to which the PurchaserSeller, or any of the assets owned or used by the PurchaserSeller, is subject; and none of the Purchaser Shareholders or any other Related Party is not subject to any Order that relates to its the Seller’s business or to any of the assets of its Purchaserthe Seller. To the best of the knowledge of the PurchaserSeller and the Shareholders, no employee of the Purchaser Seller is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Purchaser Seller or on the ability of any Shareholder or the Purchaser Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the business of the Purchaser Seller or any of the Purchased Assets (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser Seller, 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser Seller during the 12 months preceding the date of this Agreement, and the Seller and Shareholder has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 3.10 2.16 of the Purchaser Disclosure Schedule. There is no Order to which the Purchaser, Seller and Shareholder or any of the assets owned or used by the PurchaserSeller, is subject; and the Purchaser is not subject to any Order that relates to its business or to any of the assets of its Purchaser. To the best of the knowledge of the PurchaserSeller, no employee of the Purchaser Seller is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Purchaser Seller or on the ability of the Purchaser Seller or Shareholder to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Purchaser Seller or that otherwise relates to or might affect the business of the Purchaser Seller or any of the Purchased Assets (whether or not the Purchaser Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser Seller, 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.16 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser Seller during the 12 months preceding the date of this Agreement, and the Seller and Managing Member has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 3.10 2.16 of the Purchaser Disclosure Schedule. There is no Order to which the PurchaserSeller and Managing Member, or any of the assets owned or used by the PurchaserSeller, is subject; and the Purchaser is not subject to any Order that relates to its business or to any of the assets of its Purchaser. To the best of the knowledge of the PurchaserSeller, no employee of the Purchaser Seller is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Purchaser Seller or on the ability of the Purchaser Seller or Managing Member to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 3.10 2.22 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and and, to the best of the knowledge of the Purchaser Sellers’ Knowledge, no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Sellers or that otherwise relates to or might affect the business of the Purchaser Sellers or any of the Assets (whether or not the Purchaser a Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.22 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.22 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchasera Seller. The Purchaser has Parent, Members and the Sellers have delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Purchaser has access and which are not subject to Parent, Members or the attorney client privilege or work product doctrineSellers have access) that relate to the Proceedings identified in Part 3.10 2.22 of the Purchaser Disclosure Schedule. There is no Order to which the PurchaserSellers, or any of the assets owned or used by the PurchaserSellers, is subject; and none of the Purchaser Members, the Parent, or any other Related Party is not subject to any Order that relates to its the Sellers’ business or to any of the assets of its Purchaserthe Sellers. To the best of the knowledge of the PurchaserSellers’ Knowledge, no employee of the Purchaser Sellers is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySellers. There To Sellers’ Knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Purchaser Sellers or on the ability of the Purchaser Parent, any Member or the Sellers to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 3.10 2.21 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of Seller and the knowledge of the Purchaser Key Stockholder no Person has threatened to commence any Proceeding: : (i) that involves the Purchaser Seller or that otherwise relates to or might affect the Seller's business or any of the Purchaser assets owned or used by Seller (whether or not the Purchaser Seller is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.21 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 3.10 2.21 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against Seller; and no Proceeding otherwise involving or relating to Seller has been pending or to the Purchaser. The Purchaser Knowledge of Seller and the Key Stockholder threatened at any time. (c) Seller has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 2.21 of the Purchaser Disclosure Schedule. . (d) There is no Order to which the PurchaserSeller, or any of the assets owned or used by the PurchaserSeller, is subject; and none of the Purchaser Stockholders is not subject to any Order that relates to its Seller's business or to any of the assets of its Purchaser. owned or used by Seller. (e) To the best of the knowledge Knowledge of Seller and the PurchaserKey Stockholder, no employee of the Purchaser officer or Employee is subject to any Order that may prohibit the employee prohibits such officer or Employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectively. Seller's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Seller's business, condition, assets, liabilities, operations, financial performance or performance, net income of the Purchaser or prospects (or on any aspect or portion thereof) or on the ability of Seller or any of the Purchaser Stockholders to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions. (g) There is no Proceeding pending, and to the Knowledge of Seller and the Key Stockholder, no Person has threatened to commence any 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 basis for the commencement of any such Proceeding.

Proceedings; Orders. (a) Except as set forth in Part 3.10 2.24 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and and, to the best Knowledge of the knowledge of Company and the Purchaser Selling Shareholders, no Person has threatened to commence any Proceeding: (i) that involves the Purchaser Company or any Selling Shareholder or that otherwise relates to or might affect the Company's business or any of the Purchaser assets owned or used by the Company (whether or not the Purchaser Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactionstransactions contemplated by this Agreement. Except as set forth in Part 3.10 2.24 of the Purchaser Disclosure Schedule, to the best Knowledge of the knowledge of Company and the Purchaser Selling Shareholders, 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 basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 3.10 2.24 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or, to the best Knowledge of the Company and the Selling Shareholders, threatened at any time. (c) the Company and each Selling Shareholder has delivered to the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser it or he has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 2.24 of the Purchaser Disclosure Schedule. . (d) There is no Order to which the PurchaserCompany, or any of the assets owned or used by the PurchaserCompany, is subject; and none of the Purchaser Selling Shareholders is not subject to any Order that relates to its the Company's business or to any of the assets of its Purchaser. owned or used by the Company. (e) To the best Knowledge of the knowledge of Company and the PurchaserSelling Shareholders, no officer or employee of the Purchaser Company is subject to any Order that may prohibit the prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectively. Company's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Company's business, condition, assets, liabilities, operations, financial performance or performance, net income of the Purchaser or prospects (or on any aspect or portion thereof) or on the ability of the Purchaser Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the Transactional Agreementstransactions contemplated by this Agreement, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactionstransactions contemplated by this Agreement.

Proceedings; Orders. Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person to Seller's Knowledge has threatened to commence any Proceeding: (i) that involves any member of the Purchaser Seller Group or that otherwise relates to or might affect the business of any member of the Purchaser Seller Group or any of the assets of any member of the Seller Group (whether or not any member of the Purchaser Seller Group is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser 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 basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 2.25 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against any member of the PurchaserSeller Group. The Purchaser Seller has delivered to (or made available for inspection by) the Shareholders Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 3.10 2.25 of the Purchaser Disclosure Schedule. There To Seller's Knowledge, there is no Order to which any member of the PurchaserSeller Group, or any of the assets owned or used by any member of the PurchaserSeller Group, is subject; and the Purchaser is not subject to any Order or that relates to its the Seller's business or to any of the assets of its Purchaser. To the best any member of the knowledge of the Purchaser, no employee of the Purchaser is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectivelySeller Group. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any member of the Purchaser Seller Group or on the ability of the Purchaser Seller or any other member of the Seller Group to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.