Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. (a) There is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding (i) that involves the Company or that, to the Company's Knowledge, otherwise relates to or likely would affect the Company'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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the Knowledge of the 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. (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 at any time. (c) The Company has delivered to 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 Section 4.21 of the Disclosure Schedule. (d) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject. (e) To the Knowledge of the 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. (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, (i) likely would have a materially 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 to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There is no pending Proceeding, and and, to the Knowledge knowledge of the CompanyParent and Merger Sub, no Person has threatened to commence any Proceeding Proceeding: (i) that involves the Company or thatParent, to the Company's KnowledgeMerger Sub, otherwise relates to or likely would affect the Company's their respective business or any of the their respective 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)) that, if adversely determined, would reasonably result in a Parent Material Adverse Effect; or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the Transactions. To Related Transactions or the Knowledge ability of Parent and Merger Sub to comply with or perform their obligations and covenants under this Agreement and the Companyother Transactional Agreements, and, to the knowledge of Parent and Merger Sub, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would could reasonably, directly or indirectly indirectly, give rise to or serve as a basis for the commencement of any such Proceeding. (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 at any time. (c) The Company has delivered to 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 Section 4.21 of the Disclosure Schedule. (d) There is no Order to which the CompanyParent or Merger Sub, or any of the assets owned or used by the CompanyParent or Merger Sub, is subject. (e) subject which would reasonably likely result in a Parent Material Adverse Effect. To the Knowledge knowledge of the CompanyParent and Merger Sub, 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. (f) There 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, (i) would reasonably likely would result in a Parent Material Adverse Effect or may have a materially an adverse effect affect 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 its ability of the Company to comply with or perform any covenant of its covenants or obligation obligations under this Agreement and the other Transactional Agreements. (c) To the knowledge of Parent and Merger Sub, no Governmental Body has proposed any legal requirement that, if adopted or otherwise put into effect that, would reasonably likely result in a Parent Material Adverse Effect or adversely affect Parent's or Merger Sub's ability to comply with or perform any of its covenants or obligations under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There is no pending Proceeding, and to the Knowledge of the CompanySeller, no Person has threatened to commence any Proceeding Proceeding: (i) that involves the Company Seller or that, to the Company's Knowledge, any Subsidiary or that otherwise relates to or likely would might affect the Company's business of the Seller or any Subsidiary or any of the assets (not including Assets or the Company's Proprietary Assets) owned or used by the Company in any materially adverse respect Chinese Assets (whether or not the Company Seller or any Subsidiary 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. To the Knowledge best of the CompanySeller’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly might give rise to or serve as a basis for the commencement of any such Proceeding. (b) . No Proceeding has ever been commenced by or against the Company, and no Proceeding otherwise involving Seller or relating to the Company has been pending or threatened at any time. (c) The Company has delivered to 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 Section 4.21 of the Disclosure Schedule. (d) Subsidiary. There is no Order to which the CompanySeller or any Subsidiary, or any of the assets owned or used by the CompanySeller or any Subsidiary, is subject. (e) To the Knowledge of the Company, ; and no officer or employee of the Company Related Party is subject to any Order that prohibits such relates to the Seller’s or any Subsidiary’s business or to any of the Assets or any of the Chinese Assets. To the Knowledge of the Seller, no employee of any Subsidiary or officer or employee director of the Seller is subject to any Order that may prohibit such employee, officer or director from engaging in or continuing any conduct, activity or practice relating to the Company's business. (f) business of the Seller or any Subsidiary. 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, (i) likely would may have a materially an adverse effect on the Company's business, condition, assetsAssets, liabilitiesChinese Assets, Liabilities, operations, financial performance, net income or prospects (of the Seller or on any aspect or portion thereof) Subsidiary or on the ability of the Company any Subsidiary or the Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There Except as set forth in Part 2.26 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding Proceeding: (i) that involves the Company MS or that, to the Company's Knowledge, that otherwise relates to or likely would might affect the CompanyMS'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 MS (whether or not the Company MS 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. To the Knowledge Except as set forth in Part 2.26 of the CompanyDisclosure 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. (b) No Except as set forth in Part 2.26 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company, MS; and no Proceeding otherwise involving or relating to the Company MS has been pending or threatened at any time. (c) The Company MS has delivered to Acquiror the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which the Company MS has access that relate to the Proceedings identified in Section 4.21 Part 2.26 of the Disclosure Schedule. (d) There is no Order to which the CompanyMS, or any of the assets owned or used by the CompanyMS, is subject; and none of the Selling Shareholders is subject to any Order that relates to MS's business or to any of the assets owned or used by MS. (e) To the best of the Knowledge of MS and the CompanySelling Shareholders, no officer or employee of the 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 the CompanyMS's business. (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, (i) likely would may have a materially an adverse effect on the CompanyMS's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of MS or any of the Company Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There Except as set forth in Part 2.21 of the Disclosure Schedule, there is no pending Proceeding, and and, to the Knowledge knowledge of the CompanySeller, no Person has threatened in writing to commence any Proceeding Proceeding: (i) that involves the Company Seller Corporations or that, to the Company's Knowledge, that otherwise relates to or likely would could reasonably be expected to affect the Company's business of the Seller Corporations or any of the assets (not including Specified Assets or the Company's Proprietary Assets) owned or used by the Company in any materially adverse respect Graphics Business (whether or not the Company any Seller Corporation is named as a party thereto); or (ii) 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. To the Knowledge Except as set forth in Part 2.21 of the CompanyDisclosure 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. (b) No . Except as set forth in Part 2.21 of the Disclosure Schedule, since January 1, 1998, 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 at any time. (c) Seller Corporations. The Company Seller has delivered to Acquiror Parent accurate and complete copies of all pleadings, correspondence and other written materials (to which the Company Seller has access access) that relate to the Proceedings identified in Section 4.21 Part 2.21 of the Disclosure Schedule. (d) . There is no Order to which the CompanySeller Corporations, or any of the assets owned or used by the CompanySeller Corporations, is subject. (e) To the Knowledge of the Company, and no officer or employee of the Company Related Party is subject to any Order that prohibits such officer relates to the Seller Corporations' businesses or to any of the assets of the Seller Corporations. To the best of the knowledge of the Seller, no employee of the Seller Corporations is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (f) business of the Seller Corporations. 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, (i) likely would could reasonably be expected to have a materially 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) of the Seller or on the ability of the Company Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may could reasonably be expected to have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There is no pending Proceeding, and and, to the Knowledge of the CompanyMTC and Seller, no Person has threatened to commence any Proceeding Proceeding: (i) that involves the Company MTC or that, to the Company's Knowledge, that otherwise relates to or likely would affect the CompanyMTC'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 MTC (whether or not the Company MTC is named as a party thereto); or or (ii) that challenges, or that may is likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the Knowledge knowledge of the Company, MTC and 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. (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 at any time. (c) The Company MTC has delivered to Acquiror GID accurate and complete copies of all pleadings, correspondence and other written materials to which the Company MTC has access that relate to the Proceedings identified in Section 4.21 Part 2.7 of the Disclosure Schedule. (dc) There is no Order to which the CompanyMTC, or any of the assets owned or used by the CompanyMTC, is subject, and Seller is not subject to any Order that relates to MTC's business or to any of the assets owned or used by MTC. (ed) To the Knowledge of the Company, no No officer or employee of the 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 the CompanyMTC's business. (fe) There To the Knowledge of MTC or Seller, 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, (i) is likely would to have a materially an adverse effect on the CompanyMTC'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 MTC or Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional AgreementsDocuments, or (ii) may is likely to have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There Except as set forth in Part 4.12(a) of the Disclosure Schedule, there is no pending Proceeding, and and, to the Knowledge of the CompanySelling Parties, no Person has threatened to commence any Proceeding Proceeding: (i1) that involves any of the Company Selling Parties or that, to the Company's Knowledge, otherwise that directly or indirectly relates to or likely would might affect the Company's business Acquired Business or any of the assets (not including the Company's Proprietary Assets) owned or used by the Company in any materially adverse respect Purchased Assets (whether or not any of the Company Selling Parties is named as a party thereto); or or (ii2) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To Except as set forth in Part 4.12 of the Disclosure Schedule, to the Knowledge of the Company, 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. (b) No Except as set forth in Part 4.12(b) of the Disclosure Schedule, no Proceeding has ever been commenced by or against any Selling Party in relation to the Company, Purchased Assets on the Acquired Business and no such Proceeding otherwise involving or relating to the Company has been pending or or, to the Knowledge of the Selling Parties, threatened at any time. (c) The Company has Selling Parties have delivered to Acquiror the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which the Company any of them has access that relate to the Proceedings identified in Section 4.21 Part 4.12(a) or (b) of the Disclosure Schedule. (d) There is no Order to which the CompanySelling Parties, the Acquired Business or any of the assets owned or used by the Company, Purchased Assets is subject, and no Selling Party is otherwise subject to any Order that relates to the Acquired Business or the Purchased Assets. (e) To the Knowledge of the CompanySelling Parties, no officer or employee of the Company 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 the Company's business. (f) There is no Order that, or to Acquired Business. To the actual Knowledge of the CompanySelling Parties, there is no 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, (i) likely would may have a materially an adverse effect on the Company's businessPurchased 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 the Company any Selling Party to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) a. There is no pending Proceedingproceeding, and and, to the Knowledge best knowledge of Deltco and the CompanySeller, no Person person has threatened to commence any Proceeding (proceeding: i) that involves the Company Deltco or that, to the Company's Knowledge, that otherwise relates to or likely would might affect the Company'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 Deltco (whether or not the Company Deltco 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 Transactionstransactions. To the Knowledge best of the Companyknowledge of Deltco and 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. (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 at any time. (c) The Company has delivered to 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 Section 4.21 of the Disclosure Schedule. (d) b. There is no Order order to which the CompanyDeltco, or any of the assets owned or used by the CompanyDeltco, is subject; and the Seller is not subject to any order that relates to the business or to any of the assets owned or used by Deltco. (e) c. To the Knowledge best of the Companyknowledge of Deltco and the Seller, no officer or employee of the 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 the Company's businessbusiness of Deltco. (f) d. 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) order that, if issued or otherwise put into effect, (i) likely would may have a materially material adverse effect on the Company's 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 Deltco or the Company Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactionstransactions.

Proceedings; Orders. (a) There is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding (i) that involves the Company or that, to the Company's Knowledge, any Subsidiary or that otherwise relates to or reasonably likely would affect the Company's ’s or any Subsidiary’s business or any of the assets (not including the Company's Proprietary Assets) owned or used by the Company in or any materially adverse respect Subsidiary (whether or not the Company or any Subsidiary 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. To the Knowledge of the 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. (b) No Proceeding has ever been commenced by or against the CompanyCompany or any Subsidiary, and no Proceeding otherwise involving or relating to the Company or any Subsidiary has been pending or or, to the Company’s Knowledge, threatened at any time. (c) The Company has delivered to 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 Section 4.21 of the Disclosure Schedule. (d) There is no Order to which the CompanyCompany or any Subsidiary, or any of the assets owned or used by the CompanyCompany or any Subsidiary, is subject. (ed) To the Knowledge of the Company, no Principal Stockholder, officer or employee of the Company or any Subsidiary 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 ’s and each of the Subsidiaries’ business. (fe) There is no Order thatOrder, 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, (i) likely would have a materially material 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 to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, Agreements or (ii) may likely would have the effect of preventing, delaying, making legal or otherwise interfering with any of the Transactions. (f) The Company has delivered to Acquiror a true, correct and complete copy of (i) the results of each Governmental Audit of the Company for 2004 and 2005 (to the extent completed and delivered to the Company) together will all related correspondence or other written communications to or from the Company regarding such audit, (ii) all patent clearance reports, (iii) all notices of disbarment or suspension with respect to Contracts from a Governmental Body, (iv) each deficiency letter or findings letter received by the Company or any of its Subsidiaries and (v) all current cost and processing data certifications related to the Company’s status as a sole source supplier.

Proceedings; Orders. (a) There is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding Proceeding: (i) that involves the Company or that, to the Company's Knowledge, otherwise relates to or likely would might affect the Company's business Acquired Business or any of the assets related to the Acquired Business (not including the Company's Proprietary AssetsSpecified IP) owned or used by the Company in any materially adverse respect (whether or not the Company 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. To the Knowledge of the Company, no 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. (b) No . To the Seller's knowledge, no Proceeding has ever been commenced by or against the Company, and no Proceeding otherwise involving or relating Seller related to the Company has been pending or threatened at any time. (c) Acquired Business. The Company Seller has delivered to Acquiror the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Company Seller has access access) that relate to the any Proceedings identified in Section 4.21 of the Disclosure Schedule. (d) . There is no Order relating to the Assets or the Acquired Business to which the CompanySeller, or any of the assets owned or used by the CompanyAssets, is subject. (e) To the Knowledge of the Company, ; and no officer or employee of the Company Related Party is subject to any Order that prohibits such officer relates to the Acquired Business or to any of the Assets. No Continuing Employee is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (f) Acquired Business. 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, would (i) likely would have a materially an adverse effect on the Company's (a) business, condition, assets, liabilities, operationsoperation, financial performance, net income or prospects of the Acquired Business, (b) condition or on any aspect value of the assets related to the Acquired Business (including the Specified IP), (c) the Assumed Liabilities, or portion thereof(d) or on the ability of the Company Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There Except as set forth in Schedule 2.25 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the CompanyCompany or the Selling Stockholders, no Person has threatened to commence any Proceeding Proceeding: (i) that involves the Company or that, to the Company's Knowledge, that otherwise relates to or likely would might affect the Company'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 or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To Except as set forth in Schedule 2.25 of the Disclosure Schedule, to the Knowledge of the CompanyCompany and the 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. (b) No Except as set forth in Schedule 2.25 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 at any time. (c) The the Company has delivered to Acquiror 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 Section 4.21 Schedule 2.25 of the Disclosure Schedule. (d) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Stockholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (e) To the Knowledge of the CompanyCompany and the 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. (f) There is no Order that, or to To the actual Knowledge of the CompanyCompany and the Selling Stockholders, there is no 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, (i) likely would may have a materially 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 of the Selling Stockholders to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There Except as set forth in Part 2.27 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened to commence any Proceeding Proceeding: (i) that involves the Company Seller or that, to the Company's Knowledge, that otherwise relates to or likely would might affect the Company's business of the Seller or any of the assets (not including the Company's Proprietary Assets) owned or used by the Company in any materially adverse respect Assets (whether or not the Company 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. To the Knowledge Except as set forth in Part 2.27 of the CompanyDisclosure 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. (b) No . Except as set forth in Part 2.27 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company, Seller. The Shareholders and no Proceeding otherwise involving or relating the Seller have delivered to the Company has been pending or threatened at any time. (c) The Company has delivered to Acquiror Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Company Shareholder or the Seller has access access) that relate to the Proceedings identified in Section 4.21 Part 2.27 of the Disclosure Schedule. (d) . There is no Order to which the CompanySeller, or any of the assets owned or used by the CompanySeller, is subject. (e) To ; and neither the Knowledge of the Company, no officer or employee of the Company Shareholders nor any other Related Party is subject to any Order that prohibits such officer relates to the Seller's business or to any of the assets of the Seller. To the best of the knowledge of the Seller and the Shareholder, no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (f) business of the Seller. 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, (i) likely would may have a materially 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) of the Seller or on the ability of the Company Shareholder or the Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) 4.16.1 There is no pending Proceeding, and to the AJOL's and BUYERS Knowledge of the Company, no Person has threatened to commence any Proceeding (i) Proceeding: 1. that involves the Company AJOL or that, to the Company's Knowledge, that otherwise relates to or likely would affect the CompanyAJOL'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 AJOL (whether or not the Company AJOL is named as a party theretothereto ); or (ii) or 2. that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. transactions contemplated hereby. 4.16.2 To the Knowledge of the CompanyAJOL and BUYERS, 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. (b) 4.16.3 No Proceeding has ever been commenced by or against the CompanyAJOL, and no Proceeding otherwise involving or relating to AJOL has, to the Company has Knowledge of AJOL and BUYERS been pending or threatened at any time. (c) The Company has delivered 4.16.4 AJOL is not a party to Acquiror 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 the Company has access that relate to the Proceedings identified in Section 4.21 of the Disclosure Scheduleany such Proceeding. (d) 4.16.5 There is no Order to which the CompanyAJOL, or any of the assets owned or used by the CompanyAJOL, is subject, and BUYERS are not subject to any Order that relates to AJOL's business or to any of the assets owned or used by AJOL. (e) 4.16.6 To the best of the Knowledge of the CompanyAJOL and BUYERS, no officer or employee of the 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 the CompanyAJOL's business. (f) 4.16.7 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, (i) likely would have a materially an adverse effect on the CompanyAJOL'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 AJOL or BUYERS to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional AgreementsAgreement, or (ii) may have the effect of preventing, delaying, making legal or otherwise interfering with any of the Transactions.transactions contemplated hereby. EXHIBIT 2.0

Proceedings; Orders. (a) There is no pending Proceeding, and and, to the Knowledge best of the Companyknowledge of the Seller, no Person has threatened to commence any Proceeding Proceeding: (i) that involves the Company Seller, its Juniper Valley Farms Dairy Business or that, to the Company's Knowledge, that otherwise relates to or likely would might affect the Company's business Juniper Valley Farms Dairy Business of the Seller 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 (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the Knowledge best of the Companyknowledge of 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 Proceeding. (b) No Proceeding has ever been commenced by or against the Company, other than notices regarding product dating issues in New York City and no Proceeding otherwise involving or relating to the Company has been pending or threatened at any time. (c) The Company has delivered to 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 Section 4.21 of the Disclosure Schedule. (d) Florida. There is no Order to which the CompanySeller's Juniper Valley Farms Dairy Business, or any of the assets owned or used by the Company, is subject. (e) To the Knowledge of the Company, Assets; and no officer or employee of the Company Related Party is subject to any Order that prohibits relates to the Seller's Juniper Valley Farms Dairy Business or to any of the Assets. To the best of the knowledge of the Seller, no employee of the Seller is subject to any Order that may prohibit such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (f) There Juniper Valley Farms Dairy Business of the Seller. To the best of the knowledge of the Seller, 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, (i) likely would may have a materially material adverse effect on the Company's business, condition, assets, liabilities, operations, financial performance, performance or net income or prospects (or on any aspect or portion thereof) of the Seller or on the ability of the Company Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There Except as set forth in Part 2.16 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the Company, no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding Proceeding: (i) that involves the Company Seller or that, to the Company's Knowledge, that otherwise relates to or likely would might affect the Company's business of the Seller or any of the assets (not including the Company's Proprietary Assets) owned or used by the Company in any materially adverse respect Purchased Assets (whether or not the Company 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. To the Knowledge Except as set forth in Part 2.16 of the CompanyDisclosure Schedule, to Seller’s Knowledge 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. (b) No . Except as set forth in Part 2.16 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the CompanySeller during the 12 months preceding the date of this Agreement, and no Proceeding otherwise involving or relating to the Company has been pending or threatened at any time. (c) The Company Seller has delivered to Acquiror the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Company Seller has access access) that relate to the Proceedings identified in Section 4.21 Part 2.16 of the Disclosure Schedule. (d) . There is no Order to which the Company, Seller or any of the assets owned or used by the CompanySeller, is subject. (e) To the Knowledge of the Company, no officer or . No employee of the Company 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 the Company's business. (f) business of the Seller. 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, (i) likely would may have a materially material adverse effect on the Company's 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 the Company Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) may have the effect of preventing, delaying, making legal illegal or otherwise interfering with any of the Transactions.. Asset Purchase Agreement, MTBC & WFS 16