Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. Except as set forth in Part 2.22 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (a) that involves the Seller or that otherwise affects, or would reasonably be expected to affect, the Business or any of the Assets (whether or not the Seller is named as a party thereto); or (b) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. The Seller has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller has access) that relate to the Proceedings identified in Part 2.22 of the Disclosure Schedule. There is no Order to which the Seller or any of the Assets is subject; and none of the Related Parties is subject to any Order that relates to the Business or to any of the Assets. To the knowledge of the Seller, no Business Employee is subject to any Order that would reasonably be expected to prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the Business. To the knowledge of the Seller, there is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to have an adverse effect on the Business, the Assets, or the prospects of the Business or on the ability of the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.22 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge of the Seller, no Person has threatened to commence any Proceeding: (ai) that involves the Seller or any Subsidiary or that otherwise affects, relates to or would reasonably be expected to affect, might affect the Business business of the Seller or any Subsidiary or any of the Assets or the Chinese Assets (whether or not the Seller or any Subsidiary is named as a party thereto); or (bii) that challenges, or that would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 To the best of the Disclosure ScheduleSeller’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to directly or indirectly might give rise to or serve as a basis for the commencement of any such Proceeding. The Seller No Proceeding has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which ever been commenced by or against the Seller has access) that relate to the Proceedings identified in Part 2.22 of the Disclosure Scheduleor any Subsidiary. There is no Order to which the Seller or any Subsidiary, or any of the Assets assets owned or used by the Seller or any Subsidiary, is subject; and none of the no Related Parties Party is subject to any Order that relates to the Business Seller’s or any Subsidiary’s business or to any of the Assets or any of the Chinese Assets. To the knowledge Knowledge of the Seller, no Business Employee employee of any Subsidiary or officer or director of the Seller is subject to any Order that would reasonably be expected to may prohibit such employee employee, officer or director from engaging in or continuing any conduct, activity or practice relating to the Business. To the knowledge business of the Seller, there Seller or any Subsidiary. There is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to may have an adverse effect on the Businessbusiness, the condition, Assets, Chinese Assets, Liabilities, operations, financial performance, net income or the prospects of the Business Seller or any Subsidiary or on the ability of the any Subsidiary or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.22 of the Disclosure Schedule, there There is no pending Proceeding, and no Person has threatened to commence any Proceeding: (ai) that involves relates to or might affect the Seller or that otherwise affects, or would reasonably be expected to affect, the Acquired Business or any of the Assets assets related to the Acquired Business (including the Specified IP) (whether or not the Seller is named as a party thereto); or (bii) that challenges, or that would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 of the Disclosure Schedule, no No event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. To the Seller's knowledge, no Proceeding has ever been commenced by or against the Seller related to the Acquired Business. The Seller has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller has access) that relate to the any Proceedings identified in Part 2.22 of the Disclosure Schedule. There is no Order relating to the Assets or the Acquired Business to which the Seller Seller, or any of the Assets Assets, is subject; and none of the no Related Parties Party is subject to any Order that relates to the Acquired Business or to any of the Assets. To the knowledge of the Seller, no Business No Continuing Employee is subject to any Order that would reasonably be expected to may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the Acquired Business. To the knowledge of the Seller, there There is no proposed Order that, if issued or otherwise put into effect, would (i) would reasonably be expected to have an adverse effect on the Business(a) business, the Assetscondition, operation, financial performance, net income or the prospects of the Acquired Business, (b) condition or value of the assets related to the Acquired Business (including the Specified IP), (c) the Assumed Liabilities, or (d) on the ability of the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.22 of the Disclosure Schedule, there (a) There is no pending Proceeding, and, to the knowledge of Parent and Merger Sub, no Person has threatened to commence any Proceeding: : (ai) that involves the Seller or that otherwise affectsParent, or would reasonably be expected to affectMerger Sub, the Business their respective business or any of their respective assets owned or used by the Assets Company (whether or not the Seller Company is named as a party thereto)) that, if adversely determined, would reasonably result in a Parent Material Adverse Effect; or or (bii) that challenges, or that would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the Transactions. Except as set forth in Part 2.22 Related Transactions or the ability of Parent and Merger Sub to comply with or perform their obligations and covenants under this Agreement and the Disclosure Scheduleother 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 would reasonably be expected to could reasonably, directly or indirectly indirectly, give rise to or serve as a basis for the commencement of any such Proceeding. The Seller has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials . (to which the Seller has accessb) that relate to the Proceedings identified in Part 2.22 of the Disclosure Schedule. There is no Order to which the Seller Parent or Merger Sub, or any of the Assets is subject; and none of the Related Parties assets owned or used by Parent or Merger Sub, is subject to any Order that relates to the Business or to any of the Assetswhich would reasonably likely result in a Parent Material Adverse Effect. To the knowledge of the Seller, no Business Employee is subject to any Order that would reasonably be expected to prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the Business. To the knowledge of the SellerParent and Merger Sub, there is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to likely result in a Parent Material Adverse Effect or may have an adverse effect affect on the Business, the Assets, or the prospects of the Business or on the its ability of the Seller 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 the other Transactional Agreements, or (ii) would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.22 2.16 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (ai) that involves the Seller or that otherwise affects, relates to or would reasonably be expected to affect, might affect the Business business of the Seller or any of the Purchased Assets (whether or not the Seller is named as a party thereto); or (bii) that challenges, or that would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 2.16 of the Disclosure Schedule, to Seller’s Knowledge no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. The Except as set forth in Part 2.16 of the Disclosure Schedule, no Proceeding has been commenced by or against the Seller during the 12 months preceding the date of this Agreement, and the Seller has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller has access) that relate to the Proceedings identified in Part 2.22 2.16 of the Disclosure Schedule. There is no Order to which the Seller or any of the Assets assets owned or used by the Seller, is subject; and none . No employee of the Related Parties Seller is subject to any Order that relates to the Business or to any of the Assets. To the knowledge of the Seller, no Business Employee is subject to any Order that would reasonably be expected to may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the Business. To the knowledge business of the Seller, there . There is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to may have an a material adverse effect on the Businessbusiness, the Assetscondition, assets, liabilities, operations, financial performance, net income or the prospects of the Business Seller or on the ability of the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.. Asset Purchase Agreement, MTBC & WFS 16

Proceedings; Orders. Except as set forth in Part 2.22 of the Disclosure Scheduleon Schedule 2.22, there is no pending ProceedingProceeding to the Knowledge of Seller, and and, to the Knowledge of Seller, no Person has threatened to commence any Proceeding: (a) that involves the Seller or MOS and that otherwise affects, or would could reasonably be expected to affecthave a Material Adverse Effect on the Acquired Business, the Business or any of the Acquired Assets or the obligations of Seller under this Agreement and any of the Transaction Agreements (whether or not the Seller is named as a party thereto); or (b) that challenges, or that would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 To the Knowledge of the Disclosure ScheduleSeller, no event has occurred, and no claim, dispute or other condition or circumstance exists, excluding disputes with customers in the Ordinary Course of Business, that would reasonably be expected to could directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. The MI and Seller has have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller has access) that relate to the any Proceedings identified in Part 2.22 of the Disclosure ScheduleSchedule 2.22. There is no Order to which the Seller either MI or Seller, or any of the Assets Acquired Assets, is subject; and none of the Affiliates of either MI or Seller or any other Related Parties Party is subject to any Order that relates to the Acquired Business or to any of the Acquired Assets. To the knowledge Knowledge of the Seller, no Business Employee is subject to any Order that would reasonably be expected to may prohibit such employee Business Employees from engaging in or continuing any conduct, activity or practice relating to the Acquired Business. To the knowledge Knowledge of the Seller, there is no proposed Order that, if issued or otherwise put into effect, (ix) would reasonably be expected to may have an adverse effect on the Business, the Assets, or the prospects of the Business or on the ability of the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreementsa Material Adverse Effect, or (iiy) would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.22 2.6 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (ai) that involves the Seller Hardy or that otherwise affects, relates to or would reasonably be expected to affect, might affect the Business business of the Sellers or any of the Assets (whether or not the Seller Hardy is named as a party thereto); or (bii) that challenges, or that would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 2.6 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. The Seller Except as set forth in Part 2.6 of the Disclosure Schedule, no Proceeding has ever been commenced by or against Hardy. Hardy has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller Hardy has access) that relate to the Proceedings identified in Part 2.22 2.6 of the Disclosure Schedule. There is no Order to which the Seller Hardy, or any of his assets used by the Assets Sellers, is subject; and none of the Related Parties Hardy is not subject to any Order that relates to the Business Sellers' business or to any of the Assetsassets of Hardy or the Sellers. To the knowledge of the Seller, no Business Employee is subject to any Order that would reasonably be expected to prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the Business. To the knowledge of the Seller, there There is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to may have an adverse effect on the Business, the Assets, or the prospects assets and liabilities of the Business Hardy or on the Hardy's ability of the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.22 2.21 of the Disclosure Schedule, there is no pending Proceeding, and and, to the knowledge of the Seller, no Person has threatened in writing to commence any Proceeding: (ai) that involves the Seller Corporations or that otherwise affects, relates to or would could reasonably be expected to affect, affect the Business business of the Seller Corporations or any of the Specified Assets or the Graphics Business (whether or not the any Seller Corporation is named as a party thereto); or (bii) that challenges, or that would could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 2.21 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.21 of the Disclosure Schedule, since January 1, 1998, no Proceeding has been commenced by or against the Seller Corporations. The Seller has delivered to the Purchaser Parent accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller has access) that relate to the Proceedings identified in Part 2.22 2.21 of the Disclosure Schedule. There is no Order to which the Seller Corporations, or any of the Assets assets owned or used by the Seller Corporations, is subject; , and none of the no Related Parties Party is subject to any Order that relates to the Business Seller Corporations' businesses or to any of the Assetsassets of the Seller Corporations. To the best of the knowledge of the Seller, no Business Employee employee of the Seller Corporations is subject to any Order that would reasonably be expected to may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the Business. To the knowledge business of the Seller, there Seller Corporations. There is no proposed Order that, if issued or otherwise put into effect, (i) would could reasonably be expected to have an adverse effect on the Businessbusiness, the Assetscondition, assets, liabilities, operations, financial performance, net income or the prospects of the Business Seller or on the ability of the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.22 of the Disclosure Schedule, there 4.16.1 There is no pending Proceeding, and to AJOL's and BUYERS Knowledge no Person has threatened to commence any Proceeding: (a) : 1. that involves the Seller AJOL or that otherwise affects, relates to or likely would reasonably be expected to affect, the Business affect AJOL's business or any of the Assets assets owned or used by AJOL (whether or not the Seller AJOL is named as a party theretothereto ); or (b) or 2. that challenges, or that would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 transactions contemplated hereby. 4.16.2 To the Knowledge of the Disclosure ScheduleAJOL and BUYERS, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. The Seller . 4.16.3 No Proceeding has delivered ever been commenced by or against AJOL, and no Proceeding otherwise involving or relating to AJOL has, to the Purchaser accurate Knowledge of AJOL and complete copies BUYERS been pending or threatened at any time. 4.16.4 AJOL is not a party to any Proceeding as a party plaintiff, nor is AJOL presently contemplating the initiation of all pleadings, correspondence and other written materials (to which the Seller has access) that relate to the Proceedings identified in Part 2.22 of the Disclosure Schedule. any such Proceeding. 4.16.5 There is no Order to which the Seller AJOL, or any of the Assets assets owned or used by AJOL, is subject; , and none of the Related Parties is BUYERS are not subject to any Order that relates to the Business AJOL's business or to any of the Assets. assets owned or used by AJOL. 4.16.6 To the knowledge best of the SellerKnowledge of AJOL and BUYERS, no Business Employee officer or employee of AJOL is subject to any Order that would reasonably be expected to prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Business. To the knowledge of the Seller, there AJOL's business. 4.16.7 There is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to have an adverse effect on the BusinessAJOL's business, the Assetscondition, assets, liabilities, operations, financial performance, net income or the prospects of the Business ( or on any aspect or portion thereof) or on the ability of the Seller AJOL or BUYERS to comply with or perform any covenant or obligation under any of the Transactional AgreementsAgreement, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the Transactions.transactions contemplated hereby. EXHIBIT 2.0

Proceedings; Orders. Except as set forth in Part 2.22 of the Disclosure Schedule, there (a) There is no pending Proceeding, and, to the Knowledge of MTC and Seller, no Person has threatened to commence any Proceeding: : (ai) that involves the Seller MTC or that otherwise affects, or would reasonably be expected relates to affect, the Business MTC's business or any of the Assets assets owned or used by MTC (whether or not the Seller MTC is named as a party thereto); or or (bii) that challenges, or that would reasonably be expected is likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 To the knowledge of the Disclosure Schedule, MTC and Seller no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected is likely to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. The Seller . (b) MTC has delivered to the Purchaser GID accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller MTC has access) access that relate to the Proceedings identified in Part 2.22 2.7 of the Disclosure Schedule. . (c) There is no Order to which the Seller MTC, or any of the Assets assets owned or used by MTC, is subject; , and none of the Related Parties Seller is not subject to any Order that relates to the Business MTC's business or to any of the Assets. To the knowledge assets owned or used by MTC. (d) No officer or employee of the Seller, no Business Employee MTC is subject to any Order that would reasonably be expected to prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Business. MTC's business. (e) To the knowledge Knowledge of the MTC or Seller, there is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected is likely to have an adverse effect on the BusinessMTC's business, the Assetscondition, assets, liabilities, operations, financial performance, net income or the prospects of the Business (or on any aspect or portion thereof) or on the ability of the MTC or Seller to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional AgreementsDocuments, or (ii) would reasonably be expected is likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.