Common use of Proceedings; Orders Clause in Contracts

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

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

Proceedings; Orders. Except as set forth in Part 2.25 3.10 of the Seller Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Seller Purchaser or ISx or that otherwise relates to or might affect the business of the Seller Purchaser or any of the Assets ISx (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 3.10 of the Seller Purchaser Disclosure Schedule, to the best of the knowledge of the Seller and the Members Purchaser no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 3.10 of the Seller Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the SellerPurchaser or ISx. The Members and the Seller have Purchaser has delivered to the Purchaser Seller accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 3.10 of the Seller Purchaser Disclosure Schedule. There is no Order to which the SellerPurchaser or ISx, or any of the assets owned or used by the SellerPurchaser or ISx, is subject; and none of neither the Members or any other Related Party Purchaser nor ISx is subject to any Order that relates to the Seller's their respective business or to any of the assets of the SellerPurchaser or ISx. To the best of the knowledge of the Seller and the MembersPurchaser, no employee of the Seller Purchaser or ISx is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the SellerPurchaser or ISx, respectively. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Seller Purchaser or ISx or on the ability of any Member or the Seller to comply Purchaser with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 2.24 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of the Seller Company and the Members Selling Shareholders no Person has threatened to commence any Proceeding: (i) that involves such Selling Shareholders, the Seller Company or any of its subsidiaries or that otherwise relates to or might affect the business of the Seller Company or any of its subsidiaries or any of the Assets assets owned or used by the Company or any of its subsidiaries (whether or not the Seller Company or any of its subsidiaries is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactionstransactions contemplated by this Agreement. Except as set forth in Part 2.25 2.24 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 2.24 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against any Selling Shareholder, the Seller. The Members Company or any of its subsidiaries; and no Proceeding otherwise involving or relating to any Selling Shareholder, the Company or any of its subsidiaries has been pending or threatened at any time. (c) the Company and the Seller Selling Shareholders have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which it, any of the Members its subsidiaries or the Seller he has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.24 of the Seller Disclosure Schedule. . (d) There is no Order to which the SellerCompany or any of its subsidiaries, or any of the assets owned or used by the SellerCompany or any of its subsidiaries, is subject; and none of the Members or any other Related Party no Selling Shareholder is not subject to any Order that relates to the Seller's business of the Company or to any of its subsidiaries or any of the assets owned or used by the Company or any of the Seller. its subsidiaries. (e) To the best Knowledge of the knowledge of the Seller Company and the MembersSelling Shareholders, no officer or employee of the Seller Company or any of its subsidiaries is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. Company or any of its subsidiaries. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects (or on any aspect or portion thereof) of the Seller Company or any of its subsidiaries or on the ability of the Company or its subsidiaries or any Member or of the Seller Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the Transactional Agreementstransactions contemplated by this Agreement, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactionstransactions contemplated by this Agreement.

Proceedings; Orders. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Purchased Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members Seller’s Knowledge no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members Seller during the 12 months preceding the date of this Agreement, and the Seller have has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.16 of the Seller Disclosure Schedule. There is no Order to which the Seller, Seller or any of the assets owned or used by the Seller, is subject; and none of the Members or any other Related Party is subject to any Order that 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 Members, Seller’s Knowledge 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 business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller or on the ability of any Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 3.25 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: : (i) that involves the Seller Assist or that otherwise relates to or reasonably might affect the Assist's business of the Seller or any of the Assets assets owned or used by Assist (whether or not the Seller Assist is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 3.25 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 3.25 of the Seller Disclosure Schedule, since January 1, 1996, no Proceeding has ever been commenced by or against the Seller. The Members Assist; and the Seller have no Proceeding otherwise involving or relating to Assist has been pending or to Assist's Knowledge threatened at any time. (c) Assist has delivered to the Purchaser Cayenta accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller Assist has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 3.25 of the Seller Disclosure Schedule. . (d) There is no Order to which the SellerAssist, or any of the assets owned or used by the SellerAssist, is subject; and none of the Members or any other Related Party Selling Shareholders is subject to any Order that relates to the SellerAssist's business or to any of the assets of the Seller. owned or used by Assist. (e) To the best Knowledge of the knowledge of the Seller Assist and the MembersSelling Shareholders, no officer or employee of the Seller Assist is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. Assist's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Assist's business, condition, assets, liabilities, operations, financial performance or net income of the Seller (or on any aspect or portion thereof) or on the ability of Assist or any Member or of the Seller Selling Shareholders to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Purchased Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members Seller’s Knowledge no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members Seller during the 12 months preceding the date of this Agreement, and the Seller have has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.16 of the Seller Disclosure Schedule. There is no Order to which the Seller, Seller or any of the assets owned or used by the Seller, is subject; and none of the Members or any other Related Party is subject to any Order that 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 Members, no 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 business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller or on the ability of any Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.. Asset Purchase Agreement, MTBC & WFS 16

Proceedings; Orders. Except as set forth in Part 2.25 2.6 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: (i) that involves the Seller Hardy or that otherwise relates to or might affect the business of the Seller Sellers or any of the Assets (whether or not the Seller Hardy is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.6 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.6 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the SellerHardy. The Members and the Seller have Hardy has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller Hardy has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.6 of the Seller Disclosure Schedule. There is no Order to which the SellerHardy, or any of the his assets owned or used by the SellerSellers, is subject; and none of the Members or any other Related Party Hardy is not subject to any Order that relates to the Seller's Sellers' business or to any of the assets of Hardy or the Seller. To the best of the knowledge of the Seller and the Members, 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 business of the SellerSellers. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income assets and liabilities of the Seller Hardy or on the Hardy's ability of any Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part Schedule 2.25 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of Company or the Seller and the Members Selling Stockholders, no Person has threatened to commence any Proceeding: : (i) that involves the Seller Company or that otherwise relates to or might affect the Company's business of the Seller or any of the Assets assets owned or used by the Company (whether or not the Seller 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. Except as set forth in Part Schedule 2.25 of the Seller Disclosure Schedule, to the best Knowledge of the knowledge of the Seller Company and the Members 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 might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part Schedule 2.25 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members Company; and no Proceeding otherwise involving or relating to the Seller have Company has been pending or threatened at any time. (c) the Company has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller Company has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part Schedule 2.25 of the Seller Disclosure Schedule. . (d) There is no Order to which the SellerCompany, or any of the assets owned or used by the SellerCompany, is subject; and none of the Members or any other Related Party Selling Stockholders is subject to any Order that relates to the SellerCompany's business or to any of the assets owned or used by the Company. (e) To the Knowledge of the Seller. To the best of the knowledge of the Seller Company and the MembersSelling Stockholders, no officer or employee of the Seller Company is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business Company's business. (f) To the Knowledge of the Seller. There Company and the Selling Stockholders, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Company's business, condition, assets, liabilities, operations, financial performance or performance, net income of the Seller or prospects (or on any aspect or portion thereof) or on the ability of the Company or any Member or of the Seller Selling Stockholders to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person to Seller's Knowledge has threatened to commence any Proceeding: (i) that involves any member of the Seller Group or that otherwise relates to or might affect the business of any member of the Seller Group or any of the Assets assets of any member of the Seller Group (whether or not any member of the Seller Group is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against any member of the SellerSeller Group. The Members and the Seller have has delivered to (or made available for inspection by) the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 of the Seller Disclosure Schedule. There To Seller's Knowledge, there is no Order to which any member of the SellerSeller Group, or any of the assets owned or used by any member of the SellerSeller Group, is subject; and none of the Members or any other Related Party is subject to any Order that relates to the Seller's business or to any of the assets of the Seller. To the best of the knowledge any member of the Seller and the Members, 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 business of the SellerGroup. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any member of the Seller Group or on the ability of any Member or the Seller or any other member of the Seller Group to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

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

Proceedings; Orders. (a) Except as set forth in Part 2.25 4.12(a) of the Seller Disclosure Schedule, there is no pending Proceeding, and and, to the best Knowledge of the knowledge of the Seller and the Members Selling Parties, no Person has threatened to commence any Proceeding: : (i1) that involves any of the Seller Selling Parties or that otherwise directly or indirectly relates to or might affect the business of Acquired Business or the Seller or any of the Purchased Assets (whether or not any of the Seller 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. Except as set forth in Part 2.25 4.12 of the Seller Disclosure Schedule, to the best Knowledge of the knowledge of the Seller and the Members Selling Parties no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 4.12(b) of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against any Selling Party in relation to the Seller. Purchased Assets on the Acquired Business and no such Proceeding has been pending or, to the Knowledge of the Selling Parties, threatened at any time. (c) The Members and the Seller Selling Parties have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller them has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 4.12(a) or (b) of the Seller Disclosure Schedule. . (d) There is no Order to which the SellerSelling Parties, the Acquired Business or any of the assets owned or used by the Seller, Purchased Assets is subject; , and none of the Members or any other Related no Selling Party is otherwise subject to any Order that relates to the Seller's business Acquired Business or to any the Purchased Assets. (e) To the Knowledge of the assets of the Seller. To the best of the knowledge of the Seller and the MembersSelling Parties, no officer or employee of the Seller Selling Parties is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business Acquired Business. To the Knowledge of the Seller. There Selling Parties, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the businessPurchased Assets or the Acquired Business, or the condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller either thereof (or on any aspect or portion thereof) or on the ability of any Member or the Seller Selling Party to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 3.18 of the Seller Disclosure Schedule, there is no pending Proceeding, and and, to the best of the knowledge of the Seller and the Members Seller, no Person has threatened in writing to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might could reasonably be expected to affect the business of Specified Assets or the Seller or any of the Assets Laser Business (whether or not the 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. Except as set forth in Part 2.25 3.18 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might 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 2.25 3.18 of the Seller Disclosure Schedule, since March 31, 2003, no Proceeding has ever been commenced by or against the SellerSeller Corporations with respect to the Specified Assets or the Laser Business. The Members and the Seller have has delivered to the Purchaser Parent accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 3.18 of the Seller Disclosure Schedule. There is no Order to which the SellerSeller Corporations, or any of the assets Specified Assets owned or used by the SellerSeller Corporations, is subject; , and none of the Members or any other no Related Party is subject to any Order that relates to the Seller's business Laser Business or to any of the assets of the Seller. To the best of the knowledge of the Seller and the Members, 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 business of the SellerSpecified Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) may could reasonably be expected to have an adverse effect on the Specified Assets or the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller Laser Business or on the ability of any Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may 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 2.25 2.23 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: (i) that involves the Seller Sellers or the General Partners or that otherwise relates to or might affect the business of the Seller Sellers or any of the Assets (whether or not the Seller is Sellers are named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.23 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.23 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the SellerSellers. The Members General Partners and the Seller Sellers have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members General Partners or the Seller has access and which are not subject to the attorney client privilege or work product doctrineSellers have access) that relate to the Proceedings identified in Part 2.25 2.23 of the Seller Disclosure Schedule. There is no Order to which the SellerSellers, or any of the assets owned or used by the SellerSellers, is subject; and none of the Members General Partners or any other Related Party is subject to any Order that relates to the Seller's Sellers' business or to any of the assets of the SellerSellers. To the best of the knowledge of the Seller Sellers and the MembersGeneral Partners, no employee of the Seller Sellers is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the SellerSellers. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller Sellers or on the ability of any Member General Partner or the Seller Sellers to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.23 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.23 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.23 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members Shareholders and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members Shareholders or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.23 of the Seller Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and none of the Members Shareholders or any other Related Party is subject to any Order that relates to the Seller's ’s business or to any of the assets of the Seller. To the best of the knowledge of the Seller and the MembersShareholders, 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 business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller or on the ability of any Member Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 2.26 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: : (i) that involves the Seller MS or that otherwise relates to or might affect the MS's business of the Seller or any of the Assets assets owned or used by MS (whether or not the Seller 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. Except as set forth in Part 2.25 2.26 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 2.26 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members MS; and the Seller have no Proceeding otherwise involving or relating to MS has been pending or threatened at any time. (c) MS has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller MS has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.26 of the Seller Disclosure Schedule. . (d) There is no Order to which the SellerMS, or any of the assets owned or used by the SellerMS, is subject; and none of the Members or any other Related Party Selling Shareholders is subject to any Order that relates to the SellerMS's business or to any of the assets of the Seller. owned or used by MS. (e) To the best of the knowledge Knowledge of the Seller MS and the MembersSelling Shareholders, no officer or employee of the Seller MS is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. MS's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the MS's business, condition, assets, liabilities, operations, financial performance or net income of the Seller or on the ability of any Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.,

Proceedings; Orders. Except as set forth in Part 2.25 2.22 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: (ia) that involves the Seller or that otherwise relates affects, or would reasonably be expected to or might affect affect, the business of the Seller Business or any of the Assets (whether or not the Seller is named as a party thereto); or (iib) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.22 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might would 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 2.25 of the The Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.22 of the Seller Disclosure Schedule. There is no Order to which the Seller, Seller or any of the assets owned or used by the Seller, Assets is subject; and none of the Members or any other Related Party Parties is subject to any Order that relates to the Seller's business Business or to any of the assets of the SellerAssets. To the best of the knowledge of the Seller and the MembersSeller, no employee of the Seller Business Employee is subject to any Order that may would reasonably be expected to prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business Business. To the knowledge of the Seller. There , there is no proposed Order that, if issued or otherwise put into effect, (i) may would reasonably be expected to have an adverse effect on the businessBusiness, conditionthe Assets, assets, liabilities, operations, financial performance or net income the prospects of the Seller Business or on the ability of any Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 2.21 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of the Seller and the Members Key Stockholder no Person has threatened to commence any Proceeding: : (i) that involves the Seller or that otherwise relates to or might affect the Seller's business of the Seller or any of the Assets assets owned or used by Seller (whether or not the Seller is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.21 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 2.21 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against Seller; and no Proceeding otherwise involving or relating to Seller has been pending or to the Seller. The Members Knowledge of Seller and the Key Stockholder threatened at any time. (c) Seller have has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.21 of the Seller Disclosure Schedule. . (d) There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and none of the Members or any other Related Party Stockholders is subject to any Order that relates to the Seller's business or to any of the assets of the owned or used by Seller. . (e) To the best of the knowledge Knowledge of the Seller and the MembersKey Stockholder, no employee of the Seller officer or Employee is subject to any Order that may prohibit employee prohibits such officer or Employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. 's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Seller's business, condition, assets, liabilities, operations, financial performance or performance, net income of the Seller or prospects (or on any aspect or portion thereof) or on the ability of Seller or any Member or of the Seller Stockholders to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions. (g) There is no Proceeding pending, and to the Knowledge of Seller and the Key Stockholder, no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any Stockholder to comply with or perform any of such Stockholder's covenants or obligations under any of the Transactional Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Proceedings; Orders. Except as set forth in Part 2.25 2.27 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.27 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.27 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members Shareholders and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members Shareholder or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.27 of the Seller Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and none of neither the Members or Shareholders nor any other Related Party is subject to any Order that 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 MembersShareholder, 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 business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller or on the ability of any Member the Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Purchased Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members Seller during the 12 months preceding the date of this Agreement, and the Seller have and Shareholder has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.16 of the Seller Disclosure Schedule. There is no Order to which the Seller, Seller and Shareholder or any of the assets owned or used by the Seller, is subject; and none of the Members or any other Related Party is subject to any Order that 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 MembersSeller, 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 business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller or on the ability of any Member Seller or the Seller Shareholder to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 Section 4.21(a) of the Seller Disclosure ScheduleSchedule of Exceptions, there is no pending Proceeding, and to the best Knowledge of the knowledge of the Seller and the Members Seller, no Person has threatened to commence any Proceeding: (i) that involves the Seller Business Assets or that otherwise relates to or might affect the business of the Seller or any of the Assets Assumed Liabilities (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no No event has occurred, and to the Knowledge of Seller, no claim, dispute or other condition or circumstance exists, that might would reasonably be expected to give rise, directly or indirectly give rise indirectly, to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 Section 4.21(b) of the Seller Disclosure ScheduleSchedule of Exceptions, (i) no Proceeding has ever been commenced by or against the Seller. The Members and the Seller have delivered related to the Purchaser accurate Business Assets or the Assumed Liabilities since January 1, 2007, and complete copies (ii) no Proceeding otherwise involving or relating to the Business Assets or the Assumed Liabilities has been pending or, to the Knowledge of all pleadingsSeller, correspondence and other written materials threatened at any time since January 1, 2007. (to which any c) Except as set forth in Section 4.21(c) of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 Schedule of the Seller Disclosure Schedule. There Exceptions, there is no Governmental Order to which the Business Assets or the Assumed Liabilities is subject. (d) Except as set forth in Section 4.21(d) of the Schedule of Exceptions, to the Knowledge of Seller, or any of the assets owned or used by the Seller, is subject; and none of the Members or any other Related Party (i) no Business Employee is subject to any Governmental Order that 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 Members, no employee of the Seller is subject to any Order that may prohibit employee prohibits such Business Employee from engaging in or continuing any conduct, activity or practice relating to the business of Business or the Seller. There Business Assets and (ii) there is no proposed Governmental Order that, if issued or otherwise put into effect, (i) may would reasonably be expected to have an adverse effect on the businessBusiness Assets, the Business, condition, assets, liabilities, operations, financial performance or net income of the Seller (or on any aspect or portion thereof) or on the ability of any Member or the Seller to comply with or perform any covenant or obligation under this Agreement or any of the Transactional AgreementsAncillary Agreement, or (ii) may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 2.26 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: : (i) that involves the Seller MS or that otherwise relates to or might affect the MS's business of the Seller or any of the Assets assets owned or used by MS (whether or not the Seller 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. Except as set forth in Part 2.25 2.26 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 2.26 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members MS; and the Seller have no Proceeding otherwise involving or relating to MS has been pending or threatened at any time. (c) MS has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller MS has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.26 of the Seller Disclosure Schedule. . (d) There is no Order to which the SellerMS, or any of the assets owned or used by the SellerMS, is subject; and none of the Members or any other Related Party Selling Shareholders is subject to any Order that relates to the SellerMS's business or to any of the assets of the Seller. owned or used by MS. (e) To the best of the knowledge Knowledge of the Seller MS and the MembersSelling Shareholders, no officer or employee of the Seller MS is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. MS's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the MS's business, condition, assets, liabilities, operations, financial performance or performance, net income of the Seller or prospects (or on any aspect or portion thereof) or on the ability of MS or any Member or of the Seller Selling Shareholders to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 4.20(a) of the Seller Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of the Seller and the Members Purchaser or Merger Sub, no Person has threatened since June 1, 1995 to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or against any of the Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Seller Disclosure Schedule. There is no Order to which the Seller, Entity or any of the assets owned or used by the Seller, is subject; and none of the Members or any other Related Party is subject to any Order that 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 Members, 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 business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Seller or on the ability of any Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, Purchaser Entity or (ii) against any Purchaser Entity that challenges or that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions. Except as set forth in Part 4.20(a) of the Purchaser Disclosure Schedule, to the Knowledge of Purchaser and Merger Sub, no event has occurred, and no material claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such Proceeding. (b) Except as set forth in Part 4.20(b) of the Purchaser Disclosure Schedule, no Proceeding has been commenced against any of the Purchaser Entities since June 1, 1995. (c) Purchaser has identified and made available to ▇▇▇▇▇ accurate and complete copies of all pleadings to which the Purchaser Entities have access that relate to the Proceedings required to be identified in Parts 4.20(a) and (b) of the Purchaser Disclosure Schedule. (d) There is no material Order to which any of the Purchaser Entities or any of the assets owned or used by any of the Purchaser Entities is subject. (e) To the Knowledge of Purchaser and Merger Sub, no officer or employee of any of the Purchaser Entities is subject to any material Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to any Purchaser Entity's business. (f) To the Knowledge of Purchaser and Merger Sub, there is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to have a Purchaser Material Adverse Effect 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 2.25 2.26 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has has, to Seller's knowledge, threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except To Seller's knowledge and except as set forth in Part 2.25 2.26 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.26 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members and the Seller have has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.26 of the Seller 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, to the Seller's knowledge, is subject; and none of the Members or stockholders of the Seller nor any other Related Party is subject to any Order that relates to the Seller's business or to any of the assets Assets of the Seller. To the best of the knowledge of the Seller and the MembersSeller, 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 business of the Seller. There To Seller's knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an a adverse effect on the business, financial condition, assets, liabilities, operations, financial performance liabilities or net income results of operations of the Seller or on the ability of any Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

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

Proceedings; Orders. Except as set forth in Part 2.25 2.21 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.21 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.21 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members Parent, Principal Shareholder and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members Parent or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.21 of the Seller Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and none of neither the Members or Parent, Principal Shareholder nor any other Related Party is subject to any Order that relates to the Seller's ’s business or to any of the assets of the Seller. To the best of the knowledge of Parent’s, the Seller Principal Shareholder’s and the MembersSeller’s knowledge, 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 business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller or on the ability of any Member Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 3.25 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened to commence any Proceeding: : (i) that involves the Seller Exousia or that otherwise relates to or reasonably might affect the Exousia's business of the Seller or any of the Assets assets owned or used by Exousia (whether or not the Seller Exousia is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 3.25 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 3.25 of the Seller Disclosure Schedule, since inception no Proceeding has ever been commenced by or against the Seller. The Members Exousia; and the Seller have no Proceeding otherwise involving or relating to Exousia has been pending or to Exousia's Knowledge threatened at any time. (c) Exousia has delivered to the Purchaser CYLW accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller Exousia has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 3.25 of the Seller Disclosure Schedule. . (d) There is no Order to which the SellerExousia, or any of the assets owned or used by the SellerExousia, is subject; and none of the Members or any other Related Party Selling Shareholders is subject to any Order that relates to the SellerExousia's business or to any of the assets of the Seller. owned or used by Exousia. (e) To the best Knowledge of the knowledge of the Seller and the MembersExousia, no officer or employee of the Seller Exousia is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. Exousia's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Exousia's business, condition, assets, liabilities, operations, financial performance or net income of the Seller (or on any aspect or portion thereof) or on the ability of any Member or the Seller Exousia to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.22 of the Seller Disclosure Schedule, there is no pending Proceeding, and and, to the best of the knowledge of the Seller and the Members Sellers’ Knowledge, no Person has threatened to commence any Proceeding: (i) that involves the Seller Sellers or that otherwise relates to or might affect the business of the Seller Sellers or any of the Assets (whether or not the a Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.22 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.22 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the a Seller. The Parent, Members and the Seller Sellers have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Parent, Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineSellers have access) that relate to the Proceedings identified in Part 2.25 2.22 of the Seller Disclosure Schedule. There is no Order to which the SellerSellers, or any of the assets owned or used by the SellerSellers, is subject; and none of the Members Members, the Parent, or any other Related Party is subject to any Order that relates to the Seller's Sellers’ business or to any of the assets of the SellerSellers. To the best of the knowledge of the Seller and the MembersSellers’ Knowledge, no employee of the Seller Sellers is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the SellerSellers. There To Sellers’ Knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller Sellers or on the ability of the Parent, any Member or the Seller Sellers to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Purchased Assets (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.16 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members Seller during the 12 months preceding the date of this Agreement, and the Seller have and Managing Member has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.16 of the Seller Disclosure Schedule. There is no Order to which the SellerSeller and Managing Member, or any of the assets owned or used by the Seller, is subject; and none of the Members or any other Related Party is subject to any Order that 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 MembersSeller, 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 business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of the Seller or on the ability of any Seller or Managing Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.