Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the Selling Shareholders no Person has threatened to commence any Proceeding: (i) that involves the Company or any Selling Shareholder or that otherwise relates to or would reasonably be expected to adversely affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 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. (c) Except as set forth in Part 2.23 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the Proceedings identified in Part 2.23 of the Disclosure Schedule. (e) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (f) To the Knowledge of the Selling Shareholders, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (g) 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 Company's business, condition, assets, liabilities, operations or financial performance (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, or (ii) would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge of the Selling Shareholders Company, no Person has threatened to commence any Proceeding: Proceeding (i) that involves the Company or any Selling Shareholder Subsidiary or that otherwise relates to or reasonably likely would reasonably be expected to adversely affect the Company's ’s or any Subsidiary’s business or any of the assets owned or used by the Company or any Subsidiary (whether or not the Company or any Subsidiary is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. To the Knowledge of the Disclosure ScheduleCompany, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to, directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Company or any Selling Shareholder; Subsidiary, and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder Subsidiary has been pending or or, to the Company’s Knowledge, threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the Proceedings identified in Part 2.23 of the Disclosure Schedule. (ec) There is no Order to which the CompanyCompany or any Subsidiary, or any of the assets owned or used by the CompanyCompany or any Subsidiary, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fd) To the Knowledge of the Selling ShareholdersCompany, no Principal Stockholder, officer or employee of the Company or any Subsidiary is or was subject to any Order that prohibits or prohibited such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's ’s and each of the Subsidiaries’ business. (ge) There is no Order, or to the Knowledge of the Company, proposed Order that, if issued or otherwise put into effect, (i) likely would reasonably be expected to have an a material adverse effect on the Company's business, condition, assets, liabilities, operations or financial performance (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, other Transactional Agreements or (ii) likely would reasonably be expected to have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the transactions contemplated Transactions. (f) The Company has delivered to Acquiror a true, correct and complete copy of (i) the results of each Governmental Audit of the Company for 2004 and 2005 (to the extent completed and delivered to the Company) together will all related correspondence or other written communications to or from the Company regarding such audit, (ii) all patent clearance reports, (iii) all notices of disbarment or suspension with respect to Contracts from a Governmental Body, (iv) each deficiency letter or findings letter received by this Agreementthe Company or any of its Subsidiaries and (v) all current cost and processing data certifications related to the Company’s status as a sole source supplier.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge of the Selling Shareholders Company, no Person has threatened to commence any Proceeding: Proceeding (i) that involves the Company or any Selling Shareholder or that that, to the Company's Knowledge, otherwise relates to or likely would reasonably be expected to adversely affect the Company's business or any of the assets (not including the Company's Proprietary Assets) owned or used by the Company in any materially adverse respect (whether or not the Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. To the Knowledge of the Disclosure ScheduleCompany, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to, directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Company or any Selling Shareholder; Company, and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (dc) the The Company and each Selling Shareholder has made available delivered to the Purchaser Acquiror accurate and complete copies of all pleadings, correspondence and other written materials to which it or he the Company has access that relate to the Proceedings identified in Part 2.23 Section 4.21 of the Disclosure Schedule. (ed) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fe) To the Knowledge of the Selling ShareholdersCompany, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (gf) There is no Order that, or to the actual Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the Internet stored value industry) that, if issued or otherwise put into effect, (i) likely would reasonably be expected to have an a materially adverse effect on the Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreementother Transactional Agreements, 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 contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 2.21 of the Seller Disclosure Schedule, there is no pending Proceeding, and and, to the Knowledge of the Selling Shareholders Parties, no Person has threatened in writing to commence any Proceeding: Proceeding (ia) that involves the Company or any Selling Shareholder or that otherwise relates to or would could reasonably be expected to adversely affect the Company's business Acquired Business, any of the Acquired Assets or the obligations of the Selling Parties under this Agreement or any of the assets owned or used by the Company Transaction Agreements (whether or not the Company is Selling Parties are named as a party thereto); ) or (iib) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. To the Knowledge of the Disclosure ScheduleSelling Parties, no event has occurred, and no claim, claim or dispute or other condition or circumstance exists, that would reasonably be expected to, could directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (c) Except as set forth in Part 2.23 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the Proceedings identified in Part 2.23 of the Disclosure Schedule. (e) . There is no Order to which the Company, Acquired Business or any of the assets owned or used by the Company, Acquired Asset is subject; subject and none of the Selling Shareholders is Seller or its Affiliates are subject to any Order that relates to the Company's business Acquired Business or to any of the assets owned or used by the Company. (f) Acquired Assets. To the Knowledge of the Selling ShareholdersParties, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (g) 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 Company's business, condition, assets, liabilities, operations or operations, financial performance (or on any aspect or portion thereof) performance, net income of the Acquired Business or on the ability of the Company Shareholder or any of the Selling Shareholders Seller to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, Transaction 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 contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 Schedule 2.25 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the Selling Shareholders Company’s Knowledge, no Person has threatened to commence any Proceeding: : (i) that involves the Company or any Selling Shareholder or that otherwise relates to or would reasonably be expected to adversely affect against the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this AgreementTransactions. (b) Except as set forth in Part 2.23 Schedule 2.25 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 might (with or indirectly, without notice or lapse of time) give rise to or serve as a basis for the commencement of any such Proceeding. (c) Except as set forth in Part 2.23 Schedule 2.25 of the Disclosure Schedule, no Proceeding Proceeding, during the seven (7) year period prior to the Closing Date, has ever been commenced by or against the Company or any Selling ShareholderCompany; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any timeor, to the Company’s Knowledge, threatened. (d) The Company has allowed the Company and each Selling Shareholder has made available Parent access to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access the Company possesses that relate to the Proceedings identified in Part 2.23 Schedule 2.25 of the Disclosure Schedule. (e) There is no Order to which against the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to against any of the assets owned or used by the Company. (f) To the Knowledge of the Selling Shareholders, no No officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's ’s business. (g) There is no proposed Order against the Company that, if issued or otherwise put into effect, (i) would reasonably be expected to may have an adverse effect on the Company's ’s business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this AgreementTransactional 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 contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending ProceedingProceeding and, and to the Knowledge of the Company and the Selling Shareholders Shareholders, no Person has threatened to commence any Proceeding: : (i) that involves the Company or any Selling Shareholder or that otherwise relates to or would reasonably be expected to adversely might affect the Company's business of the Company or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this AgreementTransactions. (b) Except as set forth in Part 2.23 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, indirectly give rise to or serve as a basis for the commencement of any such Proceedingmaterial Proceeding of the type described in Section 4.07(a). (c) Except as set forth in Part 2.23 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the Proceedings identified in Part 2.23 of the Disclosure Schedule. (e) There is no Order to which the Company, Company or any of the assets owned or used by the Company, Company is subject; , and none of the Selling Shareholders is subject to any Order that relates to the Company's business of the Company or to any of the assets owned or used by the Company. (fe) To the Knowledge of the Selling Shareholders, no No officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company's business. (gf) 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 Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) of the Company or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreementother Transactional Documents, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 4.10 of the Disclosure Schedule, there is no pending material Proceeding, and and, to the Knowledge of the Selling Shareholders Company and KFx, no Person has threatened to commence any material Proceeding: : (i) that involves the Company or any Selling Shareholder or that is directed at the Company and otherwise relates to or would reasonably be expected to adversely affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (ii) that challenges, or that may is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) herein. Except as set forth in Part 2.23 4.10 of the Disclosure Schedule, to the Knowledge of the Company and KFx, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to, might directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 of the Disclosure Schedule, no Proceeding The Company has ever been commenced by or against the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (d) the Company and each Selling Shareholder has made available delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he the Company has access that relate to any of the Proceedings identified in Part 2.23 4.10 of the Disclosure Schedule. (ec) There is no Order to which the Company, or any of the material assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fd) To the Knowledge of the Selling ShareholdersCompany and KFx, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (ge) There To the Knowledge of the Company and KFx, there is no proposed Order directed at the Company that, if issued or otherwise put into effect, (i) would is reasonably be expected likely to have an a material adverse effect on the Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this AgreementTransaction Agreements, or (ii) would is reasonably be expected likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreementherein.

Proceedings; Orders. (a) Except as set forth in Part 2.23 4.10 of the Disclosure Schedule, there is no pending material Proceeding, and and, to the Knowledge of the Selling Shareholders Company or CIBER, no Person has threatened to commence any material Proceeding: : (i) that involves the Company or any Selling Shareholder or that is directed at the Company and otherwise relates to or would reasonably be expected to adversely affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (ii) that challenges, or that may is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreementherein. (b) Except as set forth in Part 2.23 of the Disclosure Schedule, no event The Company 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. (c) Except as set forth in Part 2.23 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating delivered to the Company or any Selling Shareholder has been pending or threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser Purchasers accurate and complete copies of all material pleadings, correspondence and other material written materials to which it or he the Company has access that relate to any of the Proceedings identified in Part 2.23 4.10 of the Disclosure Schedule. (ec) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to . (d) To the Company's business or to Knowledge (excluding, for purposes of this Section 4.10(d) only, any of the assets owned or used Knowledge held by the Company. (fofficer or employee in question) To the Knowledge of the Selling Shareholders, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (ge) There To the Company's and CIBER's Knowledge, there is no proposed Order directed at the Company that, if issued or otherwise put into effect, (i) would is reasonably be expected likely to have an a material adverse effect on the Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this AgreementTransaction Agreements, or (ii) would is reasonably be expected likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreementherein.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there a. There is no pending Proceedingproceeding, and and, to the Knowledge best knowledge of Deltco and the Selling Shareholders Seller, no Person person has threatened to commence any Proceeding: (proceeding: i) that involves the Company or any Selling Shareholder Deltco or that otherwise relates to or would reasonably be expected to adversely might affect the Company's business or any of the assets owned or used by the Company Deltco (whether or not the Company Deltco is named as a party thereto); or (or ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 transactions. To the best of the Disclosure Scheduleknowledge of Deltco and the Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to, might directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceedingproceeding. (c) Except as set forth in Part 2.23 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the Proceedings identified in Part 2.23 of the Disclosure Schedule. (e) b. There is no Order order to which the CompanyDeltco, or any of the assets owned or used by the CompanyDeltco, is subject; and none of the Selling Shareholders Seller is not subject to any Order order that relates to the Company's business or to any of the assets owned or used by the CompanyDeltco. (f) c. To the Knowledge best of the Selling Shareholdersknowledge of Deltco and the Seller, no officer or employee of the Company Deltco is subject to any Order order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's businessbusiness of Deltco. (g) d. There is no proposed Order order that, if issued or otherwise put into effect, (i) would reasonably be expected to may have an a material adverse effect on the Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) of Deltco or on the ability of Deltco or the Company or any of the Selling Shareholders Seller to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this AgreementTransactional 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 contemplated by this Agreementtransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge knowledge of the Selling Shareholders Company, no Person has threatened to commence any Proceeding: Proceeding (i) that involves the Company or any Selling Shareholder or that otherwise relates to or likely would reasonably be expected to adversely affect the Company's ’s business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. To the knowledge of the Disclosure ScheduleCompany, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to, directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 on Section 4.21 of the Company Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Selling Shareholder; Company, and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or or, to the Company’s knowledge, threatened at any time. (dc) the The Company and each Selling Shareholder has made available delivered to the Purchaser Acquiror accurate and complete copies of all pleadings, correspondence and other written materials to which it or he the Company has access that relate to the Proceedings identified in Part 2.23 Section 4.21 (a) or (b) of the Company Disclosure Schedule. (ed) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fe) To the Knowledge knowledge of the Selling ShareholdersCompany, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's ’s business. (gf) There is no Order, or to the knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the e-business infrastructure software industry) that, if issued or otherwise put into effect, (i) likely would reasonably be expected to have an a material adverse effect on the Company's business, condition, assets, liabilities, operations or financial performance (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, other Transactional Agreements 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 contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Scheduleon Schedule 2.22, there is no pending Proceeding, and Proceeding to the Knowledge of Seller, and, to the Selling Shareholders Knowledge of Seller, no Person has threatened to commence any Proceeding: (ia) that involves the Company or any Selling Shareholder or MOS and that otherwise relates to or would could reasonably be expected to adversely affect have a Material Adverse Effect on the Company's business or Acquired Business, any of the assets owned Acquired Assets or used by the Company obligations of Seller under this Agreement and any of the Transaction Agreements (whether or not the Company Seller is named as a party thereto); or (iib) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. 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, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (c) Except as set forth in Part 2.23 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Selling Shareholder; . MI and no Proceeding otherwise involving or relating Seller have delivered to the Company or any Selling Shareholder has been pending or threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the any Proceedings identified in Part 2.23 of the Disclosure Schedule. (e) Schedule 2.22. There is no Order to which the Companyeither MI or Seller, or any of the assets owned or used by the CompanyAcquired Assets, is subject; and none of the Selling Shareholders Affiliates of either MI or Seller or any other Related Party is subject to any Order that relates to the Company's business Acquired Business or to any of the assets owned or used by the Company. (f) Acquired Assets. To the Knowledge of the Selling ShareholdersSeller, no officer or employee of the Company Business Employee is subject to any Order that prohibits such officer or employee may prohibit Business Employees from engaging in or continuing any conduct, activity or practice relating to the Company's business. (g) There Acquired Business. To the Knowledge of 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 Company's business, condition, assets, liabilities, operations or financial performance (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreementa 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 contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge of the Selling Shareholders Company, no Person has threatened to commence any Proceeding: Proceeding (i) that involves the Company or any Selling Shareholder or that otherwise relates to or likely would reasonably be expected to adversely affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. To the Knowledge of the Disclosure ScheduleCompany, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to, directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 of To the Disclosure ScheduleCompany's Knowledge, no Proceeding has ever been commenced by or against the Company or any Selling Shareholder; Company, and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened in writing at any time. (dc) the The Company and each Selling Shareholder has made available delivered to the Purchaser Acquiror accurate and complete copies of all pleadings, correspondence and other written materials to which it or he the Company has access that relate to the Proceedings identified in Part 2.23 Section 4.21(b) of the Target Disclosure Schedule. (ed) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fe) To the Knowledge of the Selling ShareholdersCompany, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (gf) There is no Order that, or to the Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the online payment industry) that, if issued or otherwise put into effect, (i) likely would reasonably be expected to have an adverse effect on the Company's business, condition, assets, liabilities, operations or financial performance (or on any aspect or portion thereof) or a Material Adverse Effect on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, other Transactional Agreements 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 contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 2.24 of the Disclosure Schedule, there is no pending Proceeding, and and, to the best Knowledge of the Company and the Selling Shareholders Shareholders, no Person has threatened to commence any Proceeding: (i) that involves the Company or any Selling Shareholder or that otherwise relates to or would reasonably be expected to adversely might affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) . Except as set forth in Part 2.23 2.24 of the Disclosure Schedule, to the best Knowledge of the Company and the Selling Shareholders, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to, might directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 2.24 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Selling Shareholder; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or or, to the best Knowledge of the Company and the Selling Shareholders, threatened at any time. (dc) the Company and each Selling Shareholder has made available delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the Proceedings identified in Part 2.23 2.24 of the Disclosure Schedule. (ed) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fe) To the best Knowledge of the Company and the Selling Shareholders, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (gf) 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 Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending ProceedingProceeding and, and to the Knowledge of the Selling Shareholders InfoCast, no Person has threatened to commence any Proceeding: : (i) that involves the Company or any Selling Shareholder InfoCast or that otherwise relates to or would reasonably be expected to adversely might affect the Company's business of InfoCast or any of the assets owned or used by the Company InfoCast (whether or not the Company InfoCast 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 contemplated by this AgreementTransactions. (b) Except as set forth in Part 2.23 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, indirectly give rise to or serve as a basis for the commencement of any such Proceedingmaterial Proceeding of the type described in Section 5.15(a). (c) Except as set forth in Part 2.23 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Company or any Selling Shareholder; InfoCast and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder InfoCast has been pending or threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the Proceedings identified in Part 2.23 of the Disclosure Schedule. (e) There is no Order to which the Company, InfoCast or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders InfoCast is subject to any Order that relates to the Company's business of InfoCast or to any of the assets owned or used by the CompanyInfoCast. (fe) To the Knowledge knowledge of the Selling ShareholdersInfoCast, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (g) 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 Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) of InfoCast or on the ability of the Company or any of the Selling Shareholders InfoCast to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreementother Transactional Documents, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge of the Selling Shareholders Company, no Person has threatened to commence any Proceeding: Proceeding (i) that involves the Company or any Selling Shareholder or that otherwise relates to or likely would reasonably be expected to adversely affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. To the Knowledge of the Disclosure ScheduleCompany, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to, directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Company or any Selling Shareholder; Company, and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (dc) the The Company and each Selling Shareholder has made available delivered to the Purchaser Coyote accurate and complete copies of all pleadings, correspondence and other written materials to which it or he the Company has access that relate to the Proceedings identified in Part 2.23 Section 3.20 of the Disclosure Schedule. (ed) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fe) To the Knowledge of the Selling ShareholdersCompany, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (gf) There is no Order that, or to the Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the data integration industry) that, if issued or otherwise put into effect, (i) likely would reasonably be expected to have an a material adverse effect on the Company's business, condition, assets, liabilities, operations or financial performance (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreementother Transaction Documents, 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 contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge of the Selling Shareholders Company, no Person has threatened to commence any Proceeding: Proceeding (i) that involves the Company or any Selling Shareholder of its subsidiaries or that otherwise relates to or likely would reasonably be expected to adversely affect the Company's or its subsidiaries' business or any of the assets owned or used by the Company or any of its subsidiaries (whether or not the 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 transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. To the Knowledge of the Disclosure ScheduleCompany, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to, directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Company or any Selling Shareholder; of its subsidiaries, and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder of its subsidiaries has been pending or or, to the Company's Knowledge, threatened at any time. (d) the Company and each Selling Shareholder has made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he has access that relate to the Proceedings identified in Part 2.23 of the Disclosure Schedule. (ec) There is no Order to which the CompanyCompany or any of its subsidiaries, or any of the assets owned or used by the CompanyCompany or any of its subsidiaries, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fd) To the Knowledge of the Selling ShareholdersCompany, no Principal Stockholder, officer or employee of the Company or any of its subsidiaries is or was subject to any Order that prohibits or prohibited such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's and each of its subsidiaries' business. (ge) There is no Order, or to the Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the digital media software industry) that, if issued or otherwise put into effect, (i) likely would reasonably be expected to have an a material adverse effect on the Company's business, condition, assets, liabilities, operations or financial performance (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, or (ii) would reasonably be expected to may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the transactions contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 Schedule 2.25 of the Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of the Company or the Selling Shareholders Stockholders, no Person has threatened to commence any Proceeding: : (i) that involves the Company or any Selling Shareholder or that otherwise relates to or would reasonably be expected to adversely might affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Transactions. Except as set forth in Part 2.23 Schedule 2.25 of the Disclosure Schedule, to the Knowledge of the Company and the Selling Stockholders, no event has occurred, and to the Knowledge of the Company and the Selling Stockholders, no claim, dispute or other condition or circumstance exists, that would reasonably be expected to, might directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 Schedule 2.25 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Selling ShareholderCompany; and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (dc) the Company and each Selling Shareholder has made available delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which it or he the Company has access that relate to the Proceedings identified in Part 2.23 Schedule 2.25 of the Disclosure Schedule. (ed) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders Stockholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fe) To the Knowledge of the Company and the Selling ShareholdersStockholders, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (gf) There To the Knowledge of the Company and the Selling Stockholders, 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 Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders Stockholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this AgreementTransactional 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 contemplated by this AgreementTransactions.

Proceedings; Orders. (a) Except as set forth in Part 2.23 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge of the Selling Shareholders Company, no Person has threatened to commence any Proceeding: Proceeding (i) that involves the Company or any Selling Shareholder or that otherwise relates to or would reasonably be expected to adversely affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement (b) Except as set forth in Part 2.23 Transactions. To the Knowledge of the Disclosure ScheduleCompany, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would reasonably be expected to, directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any such Proceeding. (cb) Except as set forth in Part 2.23 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Company or any Selling Shareholder; Company, and no Proceeding otherwise involving or relating to the Company or any Selling Shareholder has been pending or threatened at any time. (dc) the The Company and each Selling Shareholder has made available delivered to the Purchaser Acquiror accurate and complete copies of all any pleadings, correspondence and other written materials to which it or he the Company has access that relate to the Proceedings identified in Part 2.23 Section 4.21 of the Disclosure Schedule. (ed) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Shareholders is subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (fe) To the Knowledge of the Selling ShareholdersCompany, no officer or employee of the Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Company's business. (gf) There is no Order that, or to the Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the data integration industry) that, if issued or otherwise put into effect, (i) likely would reasonably be expected to have an adverse effect on the Company's business, condition, assets, liabilities, operations operations, financial performance, net income or financial performance prospects (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the transactions contemplated by this Agreement, or (ii) would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.aspect