Common use of Proceedings; Orders Clause in Contracts

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

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

Proceedings; Orders. (a) Except as set forth in Part 2.27 2.25(a) of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (i) that involves any the Company or that otherwise relates to or might affect any the Company's ’s business or any of the assets owned or used by any the Company (whether or not such 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. Except as set forth in Part 2.27 2.25(a) of the Disclosure Schedule, 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 2.27 2.25(b) of the Disclosure Schedule, no Proceeding has ever been commenced by or against any of the CompaniesCompany; and no Proceeding otherwise involving or relating to any of the Companies Company has been pending or threatened at any time. (c) SFG The Company has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which any the Company has access that relate to the Proceedings identified in Part 2.27 2.25 of the Disclosure Schedule. (d) There is no Order to which any the Company, or any of the assets owned or used by any the Company, is subject; and none of the Selling Securityholders Stockholder is subject to any Order that relates to any the Company's ’s business or to any of the assets owned or used by any the Company. (e) No To the best of the Company’s Knowledge no officer or employee of any 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 such the Company's ’s business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on such the Company's ’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of any the Company or any of the Selling Securityholders Stockholder 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.