Common use of Proceedings; Orders Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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