Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (A) Except as set forth in PART 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the Shareholder) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the Shareholder, except as set forth in PART 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best Knowledge of the knowledge of the Company and the ShareholderAcquired Companies) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company Acquired Companies or any of the assets owned or used by the Company Acquired Companies or any Person whose liability the Company has Acquired Companies have or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Knowledge of the knowledge of the Company and the ShareholderAcquired Companies, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company Ibex and the ShareholderDesignated Shareholders) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company Ibex or any of the assets owned or used by the Company Ibex or any Person whose liability the Company Ibex has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company Ibex and the ShareholderDesignated Shareholders, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.20 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderCompany's knowledge) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany's knowledge, except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best Knowledge of the knowledge of the Company and the ShareholderCompany) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Acquired Corporations or any of the assets owned or used by any of the Company Acquired Corporations or any Person whose liability the Company Acquired Corporations has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Knowledge of the knowledge of the Company and the ShareholderCompany, except as set forth in PART Part 2.19 of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (and, to the best of the knowledge of the Company Companies, the Parent and the Shareholder) Designated Persons, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company Companies or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of lawCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company Companies, the Parent and the ShareholderDesignated Persons, except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.21 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company Companies and the ShareholderSelling Stockholders) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Companies or any of the assets owned or used by any of the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of lawCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Mergers or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company Companies and the ShareholderSelling Stockholders, except as set forth in PART 2.19 Part 2.21 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the Shareholder) Company, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or or, to the best knowledge of the Company, any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderDesignated Stockholders) no Person has overtly threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderDesignated Stockholders, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal ProceedingProceeding (other than routine audits).

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the Shareholder) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the actual knowledge of the Company and the ShareholderShareholders) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the actual knowledge of the Company and the ShareholderShareholders, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderCompany) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (and, to the best of the knowledge of the Company Companies, the Parent and the Shareholder) Designated Persons, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company Companies or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of lawCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Mergers or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company Companies, the Parent and the ShareholderDesignated Persons, except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.23 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best Knowledge of the knowledge of the Company and the ShareholderCompany) no Person has threatened to commence any Legal Proceeding: (i) that involves either of the Company Acquired Corporations or any of the assets owned or used by either of the Company Acquired Corporations or any Person whose liability either of the Company Acquired Corporations has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Knowledge of the knowledge of the Company and the ShareholderCompany, except as set forth in PART 2.19 Part 2.23 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.19(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderCompany) no Person has threatened in writing (electronic or otherwise) to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART 2.19 Part 2.19(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.18(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best Knowledge of the knowledge of the Company and the Shareholder) Company, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or Company; (ii) that involves any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (iiiii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the Shareholder, except Except as set forth in PART 2.19 Part 2.18(a) of the Disclosure Schedule, to the Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Schedule 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the Shareholder) Company, no Person has 29 36 threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART Schedule 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderShareholders) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of lawCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderShareholders, except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge Knowledge of the Company and the ShareholderPrincipal Shareholders) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may which could reasonably have retained or assumed, either contractually or by operation of lawa Material Adverse Effect; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge Knowledge of the Company and the ShareholderPrincipal Shareholders, except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 on Part 2.18(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best Knowledge of the knowledge of the Company and the Shareholder) Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned owned, used or used controlled by the Company or Company, any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law, or any Employee; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Control Share Purchase or any of the other transactions contemplated by this Agreement. To the best Agreement or any of the knowledge Related Agreements. Except as set forth in Part 2.18(a) of the Company Disclosure Schedule, to the Knowledge of the Company and to the Shareholder, except as set forth in PART 2.19 Knowledge of the Disclosure ScheduleEYON Stockholders, no event has occurredexisting event, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderCompany's Knowledge) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany's Knowledge, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 of the Disclosure Schedule, there There is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the Shareholder) Acquired Corporations, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company Acquired Corporations or any of the assets owned owned, used or used controlled by the Company Acquired Corporations or any Person whose liability the Company has Acquired Corporations have or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Agreement or any of the knowledge of the Company and the Shareholder, except Related Agreements. Except as set forth in PART 2.19 Part 2.19(a) of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.19(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderAcquired Companies) no Person has threatened to commence any Legal Proceeding: (i) that involves the any Acquired Company or any of the assets owned or used by the any Acquired Company or any Person whose liability the an Acquired Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderAcquired Companies, except as set forth in PART 2.19 Part 2.19(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.18 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderDesignated Officer) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Combination or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderDesignated Officer, except as set forth in PART 2.19 Part 2.18 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.19(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderCompany) no Person has threatened to commence any Legal Proceeding: (i) that involves the any Acquired Company or any of the assets owned or used by the any Acquired Company or any Person whose liability the an Acquired Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise 23. interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART 2.19 Part 2.19(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 on Part 3.22(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (and, to the best Knowledge of the knowledge of the Company and the Shareholder) Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or the Company Subsidiary or any of the assets owned owned, used or used controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of lawSubsidiary; or (ii) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements. To the best Knowledge of the knowledge of the Company and the ShareholderCompany, except as set forth in PART 2.19 Part 3.22(a) of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderDesignated Stockholders) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderDesignated Stockholders, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best Knowledge of the knowledge of the Company and the Shareholder) Company, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best Knowledge of the knowledge of the Company and the ShareholderCompany, except as set forth in PART 2.19 Part 2.19(a) of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.19(a)(i) of the Disclosure Schedule, there is no pending material Legal Proceeding, and (and, to the best Knowledge of the knowledge of the Company and the Shareholder) Company, no Person has threatened (in writing or, to the Knowledge of the Company, otherwise) to commence any Legal Proceeding: (i) that involves any of the Company Acquired Corporations or any of the material assets owned or used by any of the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of lawAcquired Corporations; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. To the best Knowledge of the knowledge of the Company and the ShareholderCompany, except as set forth in PART 2.19 Part 2.19(a)(ii) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, to give rise to or serve as a basis for the commencement of any such Legal Proceeding. No claim, dispute or Legal Proceeding disclosed in Part 2.19 of the Disclosure Schedule could have or result in a Company Material Adverse Effect.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.18 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company VGI and the ShareholderStockholders) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company against VGI or any of the material assets owned or used by the Company VGI or any Person whose liability the Company VGI has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company VGI and the ShareholderStockholders, except as set forth in PART 2.19 Part 2.18 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderCompany) no Person has threatened to commence any Legal Proceeding: (i) that involves any of the Company Acquired Corporations or any of the assets owned or used by any of the Company Acquired Corporations or any Person whose liability any of the Company Acquired Corporations has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (and, to the best of the knowledge of the Company Companies and the Shareholder) Xxxxxx, no Person has threatened to commence any Legal Proceeding: (i) that involves either of the Company Companies or any of the assets owned or used by either of the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of lawCompanies ; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company Companies and the ShareholderXxxxxx, except as set forth in PART 2.19 Part 2.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.22 of the Company and Selling Shareholder Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the Selling Shareholder) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger Sale or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the Selling Shareholder, except as set forth in PART 2.19 Part 2.22 of the Company and Selling Shareholder Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the ShareholderDesignated Shareholders) no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderDesignated Shareholders, except as set forth in PART Part 2.19 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.19(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding, and (to the best of the knowledge of the Company and the Shareholder) Company, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned owned, used or used controlled by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART 2.19 Part 2.19(a) of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.19(a) of the Company Disclosure Schedule, there is no pending Legal ProceedingProceeding and, and (to the best of the knowledge of the Company and the Shareholder) Company, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company and the ShareholderCompany, except as set forth in PART 2.19 Part 2.19(a) of the Company Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART Part 2.19 of the Disclosure Schedule, there is no pending Legal ProceedingProceeding (or any Legal Proceeding subject to appeal) and, and (to the best of the knowledge of the Company and the Shareholder) Company’s Knowledge, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challengesquestions the validity of this Agreement or the right of the Company to enter into the Agreement, or to consummate the transactions contemplated hereby, or that may have might result in any change in the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any current equity ownership of the other transactions contemplated by this AgreementCompany, nor to the Company’s Knowledge is there any basis for the foregoing. To the best of the knowledge of the Company and the Shareholder, except as set forth in PART 2.19 of the Disclosure ScheduleCompany’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

Legal Proceedings; Orders. (Aa) Except as set forth in PART 2.19 Part 2.1.20(a) of the Disclosure Schedule, there is no pending Legal Proceeding, and (and, to the best of the knowledge of the Company PhySource and the Shareholder) Shareholders, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company PhySource or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of lawPhySource; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other transactions contemplated by this Agreement. To the best of the knowledge of the Company PhySource and the ShareholderShareholders, except as set forth in PART 2.19 Part 2.1.20(a) of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.