Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. Except as set forth in Part 2.25 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company or that otherwise relates to or might affect the business of any Target Company (whether or not any Target 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 2.25 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 of the Target Disclosure Schedule, no Proceeding has been commenced by or against any Target Company since January 1, 2000. The Shareholders have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Target Disclosure Schedule. There is no Order to which any Target Company, or any of the assets owned or used by any Target Company, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' business or to any of the assets of any Target Company. To the best of the knowledge of the Shareholders, no employee of any Target Company is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target Company. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of any Target Company or on the ability of any Shareholder to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 3.10 of the Target Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders Purchaser no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Purchaser or ISx or that otherwise relates to or might affect the business of any Target Company the Purchaser or ISx (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 3.10 of the Target Purchaser Disclosure Schedule, to the best of the knowledge of the Shareholders Purchaser no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 3.10 of the Target Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Purchaser or ISx. The Shareholders have Purchaser has delivered or made available to the Purchaser Seller accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 3.10 of the Target Purchaser Disclosure Schedule. There is no Order to which any Target Companythe Purchaser or ISx, or any of the assets owned or used by any Target Companythe Purchaser or ISx, is subject; and none of neither the Shareholders or any other Related Party Purchaser nor ISx is subject to any Order that relates to any of the Target Companies' their respective business or to any of the assets of any Target Companythe Purchaser or ISx. To the best of the knowledge of the ShareholdersPurchaser, no employee of any Target Company the Purchaser or ISx is subject to any Order that may prohibit such the employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanyPurchaser or ISx, respectively. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of any Target Company the Purchaser or ISx or on the ability of any Shareholder to comply the Purchaser with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 3.10 of the Target Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders Purchaser no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Purchaser or that otherwise relates to or might affect the business of any Target Company the Purchaser (whether or not any Target Company the Purchaser is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 3.10 of the Target Purchaser Disclosure Schedule, to the best of the knowledge of the Shareholders Purchaser no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 3.10 of the Target Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Purchaser. The Shareholders have Purchaser has delivered or made available to the Purchaser Shareholders accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 3.10 of the Target Purchaser Disclosure Schedule. There is no Order to which any Target Companythe Purchaser, or any of the assets owned or used by any Target Companythe Purchaser, is subject; and none of the Shareholders or any other Related Party Purchaser is not subject to any Order that relates to any of the Target Companies' its business or to any of the assets of any Target Companyits Purchaser. To the best of the knowledge of the ShareholdersPurchaser, no employee of any Target Company the Purchaser is subject to any Order that may prohibit such the employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanyPurchaser respectively. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of any Target Company the Purchaser or on the ability of any Shareholder to comply the Purchaser with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 of the Target Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders Seller and the Members no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 of the Target Seller Disclosure Schedule, to the best of the knowledge of the Shareholders Seller and the Members no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 of the Target Seller Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Seller. The Shareholders Members and the Seller have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders Members or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Target Seller Disclosure Schedule. There is no Order to which any Target Companythe Seller, or any of the assets owned or used by any Target Companythe Seller, is subject; and none of the Shareholders Members or any other Related Party is subject to any Order that relates to any of the Target Companies' Seller's business or to any of the assets of any Target Companythe Seller. To the best of the knowledge of the ShareholdersSeller and the Members, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of any Target Company the Seller or on the ability of any Shareholder Member or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Purchased Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders Seller’s Knowledge no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, no Proceeding has been commenced by or against any Target Company since January 1the Seller during the 12 months preceding the date of this Agreement, 2000. The Shareholders have and the Seller has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.16 of the Target Disclosure Schedule. There is no Order to which any Target Company, the Seller or any of the assets owned or used by any Target Companythe Seller, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' business or to any of the assets of any Target Company. To the best of the knowledge of the Shareholders, Seller’s Knowledge no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Seller or on the ability of any Shareholder Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 2.24 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of Company and the Selling Shareholders no Person has threatened to commence any Proceeding: (i) that involves such Selling Shareholders, the Company or any Target Company of its subsidiaries or that otherwise relates to or might affect the business of the Company or any Target of its subsidiaries or any of the assets owned or used by the Company or any of its subsidiaries (whether or not the Company or any Target Company of its subsidiaries is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactionstransactions contemplated by this Agreement. Except as set forth in Part 2.25 2.24 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 2.24 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Selling Shareholder, the Company since January 1or any of its subsidiaries; and no Proceeding otherwise involving or relating to any Selling Shareholder, 2000. The the Company or any of its subsidiaries has been pending or threatened at any time. (c) the Company and the Selling Shareholders have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which it, any of the Shareholders its subsidiaries or any of the Target Companies he has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.24 of the Target Disclosure Schedule. . (d) There is no Order to which the Company or any Target Companyof its subsidiaries, or any of the assets owned or used by the Company or any Target Companyof its subsidiaries, is subject; and none of the Shareholders or any other Related Party no Selling Shareholder is not subject to any Order that relates to the business of the Company or any of the Target Companies' business its subsidiaries or to any of the assets owned or used by the Company or any of any Target Company. its subsidiaries. (e) To the best Knowledge of the knowledge of Company and the Selling Shareholders, no officer or employee of the Company or any Target Company of its subsidiaries is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target Company. Company or any of its subsidiaries. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects (or on any aspect or portion thereof) of the Company or any Target Company of its subsidiaries or on the ability of the Company or its subsidiaries or any Shareholder of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the Transactional Agreementstransactions contemplated by this Agreement, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactionstransactions contemplated by this Agreement.

Proceedings; Orders. (a) Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of Seller and the knowledge of the Shareholders Key Stockholder no Person has threatened to commence any Proceeding: : (i) that involves any Target Company Seller or that otherwise relates to or might affect Seller's business or any of the business of any Target Company assets owned or used by Seller (whether or not any Target Company Seller is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000. The Shareholders have delivered Seller; and no Proceeding otherwise involving or made available relating to Seller has been pending or to the Knowledge of Seller and the Key Stockholder threatened at any time. (c) Seller has delivered to Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.21 of the Target Disclosure Schedule. . (d) There is no Order to which any Target CompanySeller, or any of the assets owned or used by any Target CompanySeller, is subject; and none of the Shareholders or any other Related Party Stockholders is subject to any Order that relates to any of the Target Companies' Seller's business or to any of the assets of any Target Company. owned or used by Seller. (e) To the best of the knowledge Knowledge of Seller and the ShareholdersKey Stockholder, no employee of any Target Company officer or Employee is subject to any Order that may prohibit prohibits such employee officer or Employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target Company. Seller's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Seller's business, condition, assets, liabilities, operations, financial performance or performance, net income of or prospects (or on any Target Company aspect or portion thereof) or on the ability of Seller or any Shareholder of the Stockholders to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions. (g) There is no Proceeding pending, and to the Knowledge of Seller and the Key Stockholder, no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any Stockholder to comply with or perform any of such Stockholder's covenants or obligations under any of the Transactional Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Proceedings; Orders. (a) Except as set forth in Part 2.25 2.24 of the Target Disclosure Schedule, there is no pending Proceeding, and and, to the best Knowledge of the knowledge of Company and the Shareholders Selling Shareholders, no Person has threatened to commence any Proceeding: (i) that involves the Company or any Target Company Selling Shareholder or that otherwise relates to or might affect the Company's business or any of any Target the assets owned or used by the Company (whether or not any Target 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 Transactionstransactions contemplated by this Agreement. Except as set forth in Part 2.25 2.24 of the Target Disclosure Schedule, to the best Knowledge of the knowledge of Company and the Shareholders Selling Shareholders, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 2.24 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against the Company or any Target Selling Shareholder; and no Proceeding otherwise involving or relating to the Company since January 1or any Selling Shareholder has been pending or, 2000. The Shareholders have to the best Knowledge of the Company and the Selling Shareholders, threatened at any time. (c) the Company and each Selling Shareholder has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders it or any of the Target Companies he has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.24 of the Target Disclosure Schedule. . (d) There is no Order to which any Target the Company, or any of the assets owned or used by any Target the Company, is subject; and none of the Selling Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' Company's business or to any of the assets of any Target owned or used by the Company. . (e) To the best Knowledge of the knowledge of Company and the Selling Shareholders, no officer or employee of any Target the Company is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target Company. 's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Company's business, condition, assets, liabilities, operations, financial performance or performance, net income of or prospects (or on any Target Company aspect or portion thereof) or on the ability of the Company or any Shareholder of the Selling Shareholders to comply with or perform any covenant or obligation under this Agreement or any of the Transactional Agreementstransactions contemplated by this Agreement, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactionstransactions contemplated by this Agreement.

Proceedings; Orders. Except as set forth in Part 2.25 3.18 of the Target Disclosure Schedule, there is no pending Proceeding, and and, to the best of the knowledge of the Shareholders Seller, no Person has threatened in writing to commence any Proceeding: (i) that involves any Target Company or that otherwise relates to or might could reasonably be expected to affect the business of any Target Company Specified Assets or the Laser Business (whether or not any Target Company Seller Corporation is named as a party thereto); or (ii) that challenges, or that may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 3.18 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 3.18 of the Target Disclosure Schedule, since March 31, 2003, no Proceeding has been commenced by or against any Target Company since January 1, 2000the Seller Corporations with respect to the Specified Assets or the Laser Business. The Shareholders have Seller has delivered or made available to the Purchaser Parent accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 3.18 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller Corporations, or any of the assets Specified Assets owned or used by any Target Companythe Seller Corporations, is subject; , and none of the Shareholders or any other no Related Party is subject to any Order that relates to any of the Target Companies' business Laser Business or to any of the assets of any Target Company. To the best of the knowledge of the Shareholders, no employee of any Target Company is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySpecified Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) may could reasonably be expected to have an adverse effect on the Specified Assets or the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Laser Business or on the ability of any Shareholder the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.22 of the Target Disclosure Schedule, there is no pending Proceeding, and and, to the best of the knowledge of the Shareholders Sellers’ Knowledge, no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Sellers or that otherwise relates to or might affect the business of the Sellers or any Target Company of the Assets (whether or not any Target Company a Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.22 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.22 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000a Seller. The Shareholders Parent, Members and the Sellers have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders Parent, Members or any of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrineSellers have access) that relate to the Proceedings identified in Part 2.25 2.22 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Sellers, or any of the assets owned or used by any Target Companythe Sellers, is subject; and none of the Shareholders Members, the Parent, or any other Related Party is subject to any Order that relates to any of the Target Companies' Sellers’ business or to any of the assets of any Target Companythe Sellers. To the best of the knowledge of the ShareholdersSellers’ Knowledge, no employee of any Target Company the Sellers is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySellers. There To Sellers’ Knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Sellers or on the ability of the Parent, any Shareholder Member or the Sellers to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Purchased Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, no Proceeding has been commenced by or against any Target Company since January 1the Seller during the 12 months preceding the date of this Agreement, 2000. The Shareholders have and the Seller and Managing Member has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.16 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller and Managing Member, or any of the assets owned or used by any Target Companythe Seller, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' business or to any of the assets of any Target Company. To the best of the knowledge of the ShareholdersSeller, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Seller or on the ability of any Shareholder Seller or Managing Member to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.6 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company Hardy or that otherwise relates to or might affect the business of the Sellers or any Target Company of the Assets (whether or not any Target Company Hardy is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.6 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.6 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000Hardy. The Shareholders have Hardy has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Hardy has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.6 of the Target Disclosure Schedule. There is no Order to which any Target CompanyHardy, or any of the his assets owned or used by any Target Companythe Sellers, is subject; and none of the Shareholders or any other Related Party Hardy is not subject to any Order that relates to any of the Target CompaniesSellers' business or to any of the assets of any Target Company. To Hardy or the best of the knowledge of the Shareholders, no employee of any Target Company is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySellers. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income assets and liabilities of any Target Company Hardy or on the Hardy's ability of any Shareholder to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Purchased Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders Seller’s Knowledge no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, no Proceeding has been commenced by or against any Target Company since January 1the Seller during the 12 months preceding the date of this Agreement, 2000. The Shareholders have and the Seller has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.16 of the Target Disclosure Schedule. There is no Order to which any Target Company, the Seller or any of the assets owned or used by any Target Companythe Seller, is subject; and none . No employee of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' business or to any of the assets of any Target Company. To the best of the knowledge of the Shareholders, no employee of any Target Company Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Seller or on the ability of any Shareholder Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.. Asset Purchase Agreement, MTBC & WFS 16

Proceedings; Orders. Except as set forth in Part 2.25 2.26 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has has, to Seller's knowledge, threatened to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except To Seller's knowledge and except as set forth in Part 2.25 2.26 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.26 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Seller. The Shareholders have Seller has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.26 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller, or any of the assets Assets owned or used by any Target Companythe Seller is subject and, is subject; and to the Seller's knowledge, none of the Shareholders or stockholders of the Seller nor any other Related Party is subject to any Order that relates to any of the Target Companies' Seller's business or to any of the assets Assets of any Target Companythe Seller. To the best of the knowledge of the ShareholdersSeller, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There To Seller's knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an a adverse effect on the business, financial condition, assets, liabilities, operations, financial performance liabilities or net income results of any Target Company operations of the Seller or on the ability of any Shareholder the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person to Seller's Knowledge has threatened to commence any Proceeding: (i) that involves any Target Company member of the Seller Group or that otherwise relates to or might affect the business of any Target Company member of the Seller Group or any of the assets of any member of the Seller Group (whether or not any Target Company member of the Seller Group is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000member of the Seller Group. The Shareholders have Seller has delivered to (or made available to for inspection by) the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 of the Target Disclosure Schedule. There To Seller's Knowledge, there is no Order to which any Target Companymember of the Seller Group, or any of the assets owned or used by any Target Companymember of the Seller Group, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' Seller's business or to any of the assets of any Target Company. To the best member of the knowledge of the Shareholders, no employee of any Target Company is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller Group. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company member of the Seller Group or on the ability of the Seller or any Shareholder other member of the Seller Group to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 of the Target Disclosure ScheduleSchedule and to Seller’s Knowledge, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company Seller or that otherwise relates to or might affect Seller’s business or any of the business of any Target Company Assets owned or used by Seller (whether or not any Target Company Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. . (b) Except as set forth in Part 2.25 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (c) Except as set forth in Part 2.25 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against Seller; and no Proceeding otherwise involving or relating to Seller has been pending or to Seller’s Knowledge threatened at any Target Company since January 1, 2000. The Shareholders have time. (d) Seller has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Target Disclosure Schedule. . (e) There is no Order to which any Target Company, Seller or any of the assets Assets owned or used by any Target CompanySeller, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' Seller’s business or to any of the assets of any Target Company. Assets owned or used by Seller. (f) To the best of the knowledge of the ShareholdersSeller’s Knowledge, no employee of any Target Company is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ are not subject to any Order that may prohibit such employee prohibits them from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target Company. Seller’s business. (g) There is no proposed Order that, if issued or otherwise put into effect, : (i) may would have an any material adverse effect on the businessAssets or Seller’s business or financial condition,, condition, assets, liabilities, operations, financial performance or net income of any Target Company or on the ability of any Shareholder Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may would, to Seller’s Knowledge, have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 of the Target Disclosure Schedule, there is no pending Proceedingor, and to the best Knowledge of the knowledge of the Shareholders no Person has Major Stockholder, threatened to commence any Proceeding: : (i) that involves any Target Company ALC or that otherwise relates would reasonably be expected to have a material adverse effect on ALC’s business or might affect any of the business of any Target Company assets owned or used by ALC (whether or not any Target Company ALC is named as a party thereto); or or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 of the Target Disclosure Schedule, to the best Knowledge of the knowledge of the Shareholders Major Stockholder, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against ALC that has not been fully resolved, including all rights to appeal; and no Proceeding otherwise involving or relating to ALC is pending that would reasonably be expected to have a material adverse effect on ALC, ALC’s business or any Target Company since January 1, 2000. The Shareholders have of the assets owned or used by ALC. (c) ALC has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies ALC has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.25(a) of the Target Disclosure Schedule. . (d) There is no Order to which any Target CompanyALC, or any of the assets owned or used by any Target CompanyALC, is subject; and and, to the Knowledge of the Major Stockholder, none of the Shareholders or any other Related Party Sellers is subject to any Order that relates to any of the Target Companies' ALC’s business or to any of the assets of any Target Company. owned or used by ALC. (e) To the best Knowledge of the knowledge of the ShareholdersMajor Stockholder, no officer or employee of any Target Company ALC is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to ALC’s business. (f) To the business Knowledge of the applicable Target Company. There Major Stockholder, there is no proposed Order that, if issued or otherwise put into effect, (i) may would reasonably be expected to have an a material adverse effect on the ALC’s business, condition, assets, liabilities, operations, financial performance or performance, net income of or prospects (or on any Target Company aspect or portion thereof) or on the ability of ALC or any Shareholder of the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (A) Except as set forth in Part 2.25 2.20 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of the Shareholders Seller no Person has threatened to commence any Proceeding: : (iI) that involves any Target Company Seller or that otherwise relates to or might affect Seller's business or any of the business of any Target Company assets owned or used by Seller (whether or not any Target Company Seller is named as a party thereto); or or (iiII) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.20 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders Seller's Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. . (B) Except as set forth in Part 2.25 2.20 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000. The Shareholders have delivered Seller; and no Proceeding otherwise involving or made available relating to Seller has been pending or to the Knowledge of Seller threatened at any time. (C) Seller has delivered to Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.20 of the Target Disclosure Schedule. . (D) There is no Order to which any Target CompanySeller, or any of the assets owned or used by any Target CompanySeller, is subject; and none of the Shareholders or any other Related Party Stockholders is subject to any Order that relates to any of the Target Companies' Seller's business or to any of the assets of any Target Company. owned or used by Seller. (E) To the best Knowledge of the knowledge of the ShareholdersSeller, no officer or employee of any Target Company is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Seller's business of the applicable Target Company. as currently being conducted or intended to be conducted. (F) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Seller's business, condition, assets, liabilities, operations, financial performance or performance, net income of or prospects (or on any Target Company aspect or portion thereof) or on the ability of Seller or any Shareholder of the Stockholders to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions. (G) There is no Proceeding pending, and to the Knowledge of Seller, no Person has threatened to commence any Proceeding, that may have a Material Adverse Effect on the ability of any Stockholder to comply with or perform any of such Stockholder's covenants or obligations under any of the Transactional Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Proceedings; Orders. Except as set forth in Part 2.25 2.23 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Sellers or the General Partners or that otherwise relates to or might affect the business of the Sellers or any Target Company of the Assets (whether or not any Target Company is the Sellers are named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.23 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.23 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Sellers. The Shareholders General Partners and the Sellers have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders General Partners or any of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrineSellers have access) that relate to the Proceedings identified in Part 2.25 2.23 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Sellers, or any of the assets owned or used by any Target Companythe Sellers, is subject; and none of the Shareholders General Partners or any other Related Party is subject to any Order that relates to any of the Target CompaniesSellers' business or to any of the assets of any Target Companythe Sellers. To the best of the knowledge of the ShareholdersSellers and the General Partners, no employee of any Target Company the Sellers is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySellers. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Sellers or on the ability of any Shareholder General Partner or the Sellers to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Seller. The Shareholders Parent, Principal Shareholder and the Seller have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders Parent or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.21 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller, or any of the assets owned or used by any Target Companythe Seller, is subject; and none of neither the Shareholders or Parent, Principal Shareholder nor any other Related Party is subject to any Order that relates to any of the Target Companies' Seller’s business or to any of the assets of any Target Companythe Seller. To the best of the knowledge of Parent’s, the ShareholdersPrincipal Shareholder’s and the Seller’s knowledge, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Seller or on the ability of any Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Purchased Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.16 of the Target Disclosure Schedule, no Proceeding has been commenced by or against any Target Company since January 1the Seller during the 12 months preceding the date of this Agreement, 2000. The Shareholders have and the Seller and Shareholder has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.16 of the Target Disclosure Schedule. There is no Order to which any Target Company, the Seller and Shareholder or any of the assets owned or used by any Target Companythe Seller, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' business or to any of the assets of any Target Company. To the best of the knowledge of the ShareholdersSeller, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Seller or on the ability of any Seller or Shareholder to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.27 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.27 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.27 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Seller. The Shareholders and the Seller have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders Shareholder or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.27 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller, or any of the assets owned or used by any Target Companythe Seller, is subject; and none of neither the Shareholders or nor any other Related Party is subject to any Order that relates to any of the Target Companies' Seller's business or to any of the assets of any Target Companythe Seller. To the best of the knowledge of the ShareholdersSeller and the Shareholder, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Seller or on the ability of any the Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) Except as set forth in Part 2.25 Section 4.21(a) of the Target Disclosure ScheduleSchedule of Exceptions, there is no pending Proceeding, and to the best Knowledge of the knowledge of the Shareholders Seller, no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Business Assets or that otherwise relates to or might affect the business of any Target Company Assumed Liabilities (whether or not any Target Company Seller is named as a party thereto); or (ii) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no No event has occurred, and to the Knowledge of Seller, no claim, dispute or other condition or circumstance exists, that might would reasonably be expected to give rise, directly or indirectly give rise indirectly, to or serve as a basis for the commencement of any such Proceeding. . (b) Except as set forth in Part 2.25 Section 4.21(b) of the Target Disclosure ScheduleSchedule of Exceptions, (i) no Proceeding has been commenced by or against any Target Company Seller related to the Business Assets or the Assumed Liabilities since January 1, 2000. The Shareholders have delivered 2007, and (ii) no Proceeding otherwise involving or made available relating to the Purchaser accurate and complete copies Business Assets or the Assumed Liabilities has been pending or, to the Knowledge of all pleadingsSeller, correspondence and other written materials threatened at any time since January 1, 2007. (to which any c) Except as set forth in Section 4.21(c) of the Shareholders or any Schedule of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Target Disclosure Schedule. There Exceptions, there is no Governmental Order to which any Target Company, the Business Assets or any the Assumed Liabilities is subject. (d) Except as set forth in Section 4.21(d) of the assets owned or used by any Target CompanySchedule of Exceptions, is subject; and none to the Knowledge of the Shareholders or any other Related Party Seller, (i) no Business Employee is subject to any Governmental Order that relates to any of the Target Companies' business or to any of the assets of any Target Company. To the best of the knowledge of the Shareholders, no employee of any Target Company is subject to any Order that may prohibit prohibits such employee Business Employee from engaging in or continuing any conduct, activity or practice relating to the business of Business or the applicable Target Company. There Business Assets and (ii) there is no proposed Governmental Order that, if issued or otherwise put into effect, (i) may would reasonably be expected to have an adverse effect on the businessBusiness Assets, the Business, condition, assets, liabilities, operations, financial performance or net income of (or on any Target Company aspect or portion thereof) or on the ability of any Shareholder Seller to comply with or perform any covenant or obligation under this Agreement or any of the Transactional AgreementsAncillary Agreement, or (ii) may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.22 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (ia) that involves any Target Company the Seller or that otherwise relates affects, or would reasonably be expected to affect, the Business or might affect any of the business of any Target Company Assets (whether or not any Target Company the Seller is named as a party thereto); or (iib) that challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.22 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might would reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 of the Target Disclosure Schedule, no Proceeding The Seller has been commenced by or against any Target Company since January 1, 2000. The Shareholders have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.22 of the Target Disclosure Schedule. There is no Order to which any Target Company, the Seller or any of the assets owned or used by any Target Company, Assets is subject; and none of the Shareholders or any other Related Party Parties is subject to any Order that relates to any of the Target Companies' business Business or to any of the assets of any Target CompanyAssets. To the best of the knowledge of the ShareholdersSeller, no employee of any Target Company Business Employee is subject to any Order that may would reasonably be expected to prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business Business. To the knowledge of the applicable Target Company. There Seller, there is no proposed Order that, if issued or otherwise put into effect, (i) may would reasonably be expected to have an adverse effect on the businessBusiness, conditionthe Assets, assets, liabilities, operations, financial performance or net income the prospects of any Target Company the Business or on the ability of any Shareholder the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.23 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Assets (whether or not any Target Company the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.23 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.23 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Seller. The Shareholders and the Seller have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.23 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller, or any of the assets owned or used by any Target Companythe Seller, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' Seller’s business or to any of the assets of any Target Companythe Seller. To the best of the knowledge of the Seller and the Shareholders, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Seller or on the ability of any Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, there is no pending Proceeding, and and, to the best of the knowledge of the Shareholders Seller, no Person has threatened in writing to commence any Proceeding: (i) that involves any Target Company the Seller Corporations or that otherwise relates to or might could reasonably be expected to affect the business of the Seller Corporations or any Target Company of the Specified Assets or the Graphics Business (whether or not any Target Company Seller Corporation is named as a party thereto); or (ii) that challenges, or that may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 2.21 of the Target Disclosure Schedule, since January 1, 1998, no Proceeding has been commenced by or against any Target Company since January 1, 2000the Seller Corporations. The Shareholders have Seller has delivered or made available to the Purchaser Parent accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.21 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller Corporations, or any of the assets owned or used by any Target Companythe Seller Corporations, is subject; , and none of the Shareholders or any other no Related Party is subject to any Order that relates to any of the Target CompaniesSeller Corporations' business businesses or to any of the assets of any Target Companythe Seller Corporations. To the best of the knowledge of the ShareholdersSeller, no employee of any Target Company the Seller Corporations is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller Corporations. There is no proposed Order that, if issued or otherwise put into effect, (i) may could reasonably be expected to have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or performance, net income or prospects of any Target Company the Seller or on the ability of any Shareholder the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.25 of the Target Disclosure Schedule, there There is no pending Proceeding, and and, to the best of the knowledge of the Shareholders Seller, no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Seller, its Juniper Valley Farms Dairy Business or that otherwise relates to or might affect the business Juniper Valley Farms Dairy Business of the Seller or any Target Company (whether or not any Target Company is named as a party thereto)of the Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.25 of the Target Disclosure Schedule, to To the best of the knowledge of the Shareholders Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth , other than notices regarding product dating issues in Part 2.25 of the Target Disclosure Schedule, no Proceeding has been commenced by or against any Target Company since January 1, 2000. The Shareholders have delivered or made available to the Purchaser accurate New York City and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Target Disclosure ScheduleFlorida. There is no Order to which any Target Companythe Seller's Juniper Valley Farms Dairy Business, or any of the assets owned or used by any Target Company, is subjectAssets; and none of the Shareholders or any other no Related Party is subject to any Order that relates to any of the Target Companies' business Seller's Juniper Valley Farms Dairy Business or to any of the assets of any Target CompanyAssets. To the best of the knowledge of the ShareholdersSeller, no employee of any Target Company the Seller is subject to any Order that may prohibit such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business Juniper Valley Farms Dairy Business of the applicable Target CompanySeller. There To the best of the knowledge of the Seller, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of any Target Company the Seller or on the ability of any Shareholder the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.