Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. (a) There is no pending Proceeding and, to the Company’s Knowledge, no Person has threatened to commence any Proceeding: (i) to which Company is a party or which directly relates to any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding. (b) Within the last five years, no material Proceeding has been commenced by or against the Company and, to the Company’s Knowledge, no such Proceeding has been threatened. (c) There is no Order to which the Company, or any of the assets owned by the Company, is subject. (d) To the Company’s Knowledge, neither the General Partner nor any officer, employee, or contractor of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business. (e) There is no proposed Order that, if issued or otherwise put into effect (i) would or could reasonably be expected to have a Material Adverse Effect or (ii) would otherwise have the effect of preventing, delaying, making illegal or otherwise interfering with the Acquisition.

Proceedings; Orders. (a) There 2.17.1 Except as set forth in Schedule 2.17, there is no pending Proceeding Proceeding, and, to the Company’s KnowledgeKnowledge of Seller and each Shareholder, no Person has threatened to commence any Proceeding: : (ia) to which that involves Company is a party or which directly that otherwise relates to or likely would affect Company’s business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute ); or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (iib) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements andtransactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to the Company’s KnowledgeKnowledge of Seller and each Shareholder, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would be reasonably expected to directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within 2.17.3 Except as set forth in Schedule 2.17, within the last five (5) years, : (a) no material Proceeding has been commenced by or against the Company, and (b) no Proceeding otherwise involving or relating to Company andhas been pending or, to the Company’s KnowledgeKnowledge of Seller and each Shareholder, no such Proceeding has been threatened. (c) 2.17.4 To the extent requested by Buyer, Company has delivered or will deliver prior to Closing to the Buyer materially accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17. 2.17.5 There is no Order to which the Company, or any of the assets owned or used by the Company, is subject, and Seller is not subject to any Order that relates to Company’s business or to any of the assets owned or used by Company. (d) To the Company’s Knowledge, neither the General Partner nor any officer, employee, 2.17.6 No officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business. (e) 2.17.7 There is no current proposed Order that, if issued or otherwise put into effect effect, (ia) would or could reasonably be expected to have a Material Adverse Effect materially adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects or on the ability of Company or Seller to comply with or perform any covenant or obligation under the Agreement, or (iib) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Acquisitiontransactions contemplated hereby. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is fully covered by existing policies of insurance. 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. (a) There Except as set forth in Part 2.27 of the Disclosure Schedule, there is no pending Proceeding andProceeding, to the Company’s Knowledge, and no Person has threatened to commence any Proceeding: (i) to which that involves any Company is a party or which directly that otherwise relates to or might affect any Company's business or any of the assets owned or used by the any Company (whether or not the such Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to Transactions. Except as set forth in Part 2.27 of the Company’s KnowledgeDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within Except as set forth in Part 2.27 of the last five yearsDisclosure Schedule, no material Proceeding has ever been commenced by or against any of the Company and, Companies; and no Proceeding otherwise involving or relating to any of the Company’s Knowledge, no such Proceeding Companies has been threatenedpending or threatened at any time. (c) SFG has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which any Company has access that relate to the Proceedings identified in Part 2.27 of the Disclosure Schedule. (d) There is no Order to which the any Company, or any of the assets owned or used by the any Company, is subject; and none of the Selling Securityholders is subject to any Order that relates to any Company's business or to any of the assets owned or used by any Company. (de) To the Company’s Knowledge, neither the General Partner nor No officer or employee of any officer, employee, or contractor of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the such Company’s 's business. (ef) There is no proposed Order that, if issued or otherwise put into effect effect, (i) would may have an adverse effect on such Company's business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects (or on any aspect or portion thereof) or on the ability of any Company or any of the Selling Securityholders to have a Material Adverse Effect comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There 2.17.1 Except as set forth in Schedule 2.17, there is no pending Proceeding andProceeding, to the Company’s Knowledge, and no Person has threatened to commence any Proceeding: : (ia) to which that involves Company is a party or which directly that otherwise relates to or likely would affect Company’s Business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute ); or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (iib) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements andtransactions contemplated hereby. 2.17.2 Except as set forth in Schedule 2.17, to the Company’s KnowledgeKnowledge of Company and each Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would be reasonably expected to directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within the last five years2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no material Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to Company has been pending or threatened, in the past five (5) years. 2.17.4 Company andhas made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Company’s Knowledge, no such Proceeding has been threatenedProceedings identified in Schedule 2.17. (c) 2.17.5 There is no Order to which the Company, Company or any of the assets owned or used by the Company, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company. (d) To 2.17.6 No officer or, to the Company’s KnowledgeKnowledge of Company and each Seller, neither the General Partner nor any officer, employee, or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s businessBusiness. (e) 2.17.7 There is no proposed Order that, if issued or otherwise put into effect effect, (ia) would have an adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to have a Material Adverse Effect comply with or perform any covenant or obligation under the Agreement, or (iib) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Acquisitiontransactions contemplated hereby. 2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles). 2.17.9 Except as disclosed in Schedule 2.17, Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. (a) There Except as set forth in Schedule 2.25 of the Disclosure Schedule, there is no pending Proceeding andProceeding, and to the Company’s Knowledge, no Person has threatened to commence any Proceeding: (i) to which Company is a party or which directly relates to any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to against the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to Transactions. (b) Except as set forth in Schedule 2.25 of the Company’s KnowledgeDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might (with or without notice or lapse of time) give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (bc) Within Except as set forth in Schedule 2.25 of the last five yearsDisclosure Schedule, no material Proceeding Proceeding, during the seven (7) year period prior to the Closing Date, has ever been commenced by or against the Company; and no Proceeding otherwise involving or relating to the Company andhas been pending or, to the Company’s Knowledge, no such Proceeding has been threatened. (cd) The Company has allowed the Parent access to accurate and complete copies of all pleadings, correspondence and other written materials to which the Company possesses that relate to the Proceedings identified in Schedule 2.25 of the Disclosure Schedule. (e) There is no Order to which against the Company, or against any of the assets owned or used by the Company, is subject. (df) To the Company’s Knowledge, neither the General Partner nor any officer, employee, No officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business. (eg) There is no proposed Order against the Company that, if issued or otherwise put into effect effect, (i) would may have an adverse effect on the Company’s business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects (or on any aspect or portion thereof) or on the ability of the Company to have a Material Adverse Effect comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There is no pending Proceeding andProceeding, and to the Company’s Knowledge, 's Knowledge no Person has threatened to commence any Proceeding: (i) to which that involves the Company is a party or which directly that otherwise relates to or could affect the Company's business, any of the assets owned or used by the Company or any product or service offered for sale or license by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding); or (ii) that challenges, or that may could have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the Company’s Knowledge, no transactions contemplated by this Agreement. No event has occurred, and to the Company's Knowledge no claim, dispute or other condition or circumstance exists, that would be reasonably expected to could directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within the last five years, no material No Proceeding has ever been commenced by or against the Company, and no Proceeding otherwise involving or relating to the Company andhas been pending or, to the Company’s 's Knowledge, no such Proceeding has been threatenedthreatened at any time. (c) The Company has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings, if any, identified in Section 4.23 of the Disclosure Schedule. (d) There is no Order to which the Company, or any of the assets owned or used by the Company or any product or service offered for sale or license by the Company, is subject. (de) To the Company’s 's Knowledge, neither the General Partner nor any officer, employee, no officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s 's business. (ef) There To the Company's Knowledge, there is no proposed Order that, if issued or otherwise put into effect (i) would or could reasonably be expected to effect, may have a Material Adverse Effect or (ii) would otherwise have the effect of preventing, delaying, making illegal or otherwise interfering with the AcquisitionEffect.

Proceedings; Orders. (a) There is no pending Proceeding andProceeding, and to the Knowledge of the Company’s Knowledge, no Person has threatened to commence any Proceeding: Proceeding (i) that involves the Company or that, to which Company is a party or which directly the Company's Knowledge, otherwise relates to or likely would affect the Company's business or any of the assets (not including the Company's Proprietary Assets) owned or used by the Company in any materially adverse respect (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute ); or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to Transactions. To the Knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would be reasonably expected to directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within the last five years, no material No Proceeding has ever been commenced by or against the Company andCompany, and no Proceeding otherwise involving or relating to the Company’s Knowledge, no such Proceeding Company has been threatenedpending or threatened at any time. (c) The Company has delivered to Acquiror accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Section 4.21 of the Disclosure Schedule. (d) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject. (de) To the Knowledge of the Company’s Knowledge, neither the General Partner nor any officer, employee, no officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s 's business. (ef) There is no Order that, or to the actual Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the Internet stored value industry) that, if issued or otherwise put into effect effect, (i) likely would or could reasonably be expected to have a Material Adverse Effect materially adverse effect on the Company's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of the Company to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) would otherwise may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There Except as set forth in Schedule 3.24(a) attached hereto, there is no pending Proceeding andProceeding, to the Company’s Knowledge, and no Person has threatened to commence any Proceeding: (i) to which Proceeding that involves the Company is a party or which directly that otherwise relates to or might affect the Company’s business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or that challenges, or that could be reasonably expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Schedule 3.24(a) and, to the Company’s Knowledgeattached hereto, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might directly or indirectly give rise to, to or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within the last five yearsExcept as set forth in Schedule 3.24(b) attached hereto, no material Proceeding has ever been commenced by or against the Company and, Company; and no Proceeding otherwise involving or relating to the Company’s Knowledge, no such Proceeding Company has been threatenedpending or threatened at any time. (c) The Company has delivered to the ILOG Group accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 3.24(c) attached hereto. (d) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the LogicTools Stockholders are subject to any Order that relates to the Company’s business or to any of the assets owned or used by the Company. (de) To the Company’s Knowledge, neither the General Partner nor any officer, employee, or contractor Knowledge of the Company and the Voting Stockholders, no officer or employee of the General Partner, Company is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business. (ef) There is no proposed Order that, if issued or otherwise put into effect effect, (i) would or could reasonably be expected to have a Material Adverse Effect or (ii) would otherwise could be reasonably expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There Except as set forth in Part 2.26 of the Disclosure Schedule, there is no pending Proceeding andProceeding, to the Company’s Knowledge, and no Person has threatened to commence any Proceeding: (i) to which Company is a party that involves MS or which directly that otherwise relates to or might affect MS's business or any of the assets owned or used by the Company MS (whether or not the Company MS is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to Transactions. Except as set forth in Part 2.26 of the Company’s KnowledgeDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within Except as set forth in Part 2.26 of the last five yearsDisclosure Schedule, no material Proceeding has ever been commenced by or against the Company and, MS; and no Proceeding otherwise involving or relating to the Company’s Knowledge, no such Proceeding MS has been threatenedpending or threatened at any time. (c) MS has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which MS has access that relate to the Proceedings identified in Part 2.26 of the Disclosure Schedule. (d) There is no Order to which the CompanyMS, or any of the assets owned or used by the CompanyMS, is subject; and none of the Selling Shareholders is subject to any Order that relates to MS's business or to any of the assets owned or used by MS. (de) To the Company’s Knowledge, neither the General Partner nor any officer, employee, or contractor best of the Company Knowledge of MS and the Selling Shareholders, no officer or employee of the General Partner, MS is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s MS's business. (ef) There is no proposed Order that, if issued or otherwise put into effect effect, (i) would may have an adverse effect on MS's business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects (or on any aspect or portion thereof) or on the ability of MS or any of the Selling Shareholders to have a Material Adverse Effect comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There To the Knowledge of the Company, there is no pending Proceeding andProceeding, to the Company’s Knowledge, and no Person has threatened to commence any Proceeding: Proceeding (i) to which that involves the Company is a party or which directly that otherwise relates to or likely would affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute ); or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to Transactions. To the Knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would be reasonably expected to directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such ProceedingProceeding which could reasonably have a material adverse effect on the Company. (b) Within the last five years, no material No Proceeding has ever been commenced by or against the Company andCompany, and no Proceeding otherwise involving or relating to the Company’s Knowledge, no such Proceeding Company has been threatenedpending at any time. (c) There The Company has delivered to Acquiror or its counsel accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Section 4.20 of the Disclosure Schedule. (d) To the Company's Knowledge, there is no Order to which the Company, or any of the assets owned or used by the Company, is subject. (de) To the Knowledge of the Company’s Knowledge, neither the General Partner nor any officer, employee, no officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s 's business. (ef) There To the Knowledge of the Company, there is no Order that, or proposed Order (other than any proposed Order that would be applicable generally to the semiconductor industry) that, if issued or otherwise put into effect effect, (i) likely would have an adverse effect on the Company's business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects (or on any aspect or portion thereof) or on the ability of the Company to have a Material Adverse Effect comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements, or (ii) would otherwise may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There is no pending Proceeding andProceeding, and to the Knowledge of the Company’s Knowledge, no Person has threatened to commence any Proceeding: Proceeding (i) to which that involves the Company is a party or which directly that otherwise relates to or likely would affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute ); or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to Transactions. To the Knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would be reasonably expected to directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within To the last five yearsCompany's Knowledge, no material Proceeding has ever been commenced by or against the Company andCompany, and no Proceeding otherwise involving or relating to the Company’s Knowledge, no such Proceeding Company has been threatenedpending or threatened in writing at any time. (c) The Company has delivered to Acquiror accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Section 4.21(b) of the Target Disclosure Schedule. (d) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject. (de) To the Knowledge of the Company’s Knowledge, neither the General Partner nor any officer, employee, no officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s 's business. (ef) There is no Order that, or to the Knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the online payment industry) that, if issued or otherwise put into effect effect, (i) likely would or could reasonably be expected to have a Material Adverse Effect on the ability of the Company to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements or (ii) would otherwise may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There Except as set forth in Schedule 2.17, there is no pending Proceeding andProceeding, and to the Knowledge of the Company’s Knowledge, no Person has threatened to commence any Proceeding: (i) to which 1. that involves the Company is a party or which directly that otherwise relates to or likely would affect the Company's business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding); or (ii) 2. that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, transactions contemplated hereby. (b) Except as set forth in Schedule 2.17 to the Knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would be reasonably expected to directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (bc) Within the last five yearsExcept as set forth in Schedule 2.17, no material Proceeding has ever been commenced by or against the Company andor, to the Knowledge of the Company’s Knowledge, against the Company, and no such Proceeding otherwise involving or relating to the Company has been threatenedpending or, to the Knowledge of the Company threatened at any time. (cd) There The Company has delivered to the Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Schedule 2.17. (e) To the Knowledge of the Company, there is no Order to which the Company, or any of the assets owned or used by the Company, is subject, is not subject to any Order that relates to the Company's business or to any of the assets owned or used by the Company. (df) To the Knowledge of the Company’s Knowledge, neither the General Partner nor any officer, employee, no officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s 's business. (eg) There To the Knowledge of the Company, there is no proposed Order that, if issued or otherwise put into effect effect, (i) would have an adverse effect on the Company's business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects (or on any aspect or portion thereof) or on the ability of the Company or any Shareholder to have a Material Adverse Effect comply with or perform any covenant or obligation under the Agreement, or (ii) would otherwise may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the Acquisitiontransactions contemplated hereby. (h) Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is fully covered by existing policies of insurance. (i) Except as disclosed in Schedule 2.17, the Company is not a party to any Proceeding as a party plaintiff, nor is the Company presently contemplating the initiation of any such Proceeding.

Proceedings; Orders. (a) There 3.8.1 Save as Disclosed, there is no pending Proceeding against the Company, and, to the Company’s Seller's Knowledge, no Person has threatened to commence any Proceeding: (ia) to which Company is a party or which directly relates to any of the assets owned or used by that involves the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceedingits assets; or (iib) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Acquisition Transactions or the Company’s ability of the Company and/or the Seller to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, Transactional Agreements; and to the Company’s Knowledge, Seller's Knowledge no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within the last five years, no material Proceeding has been commenced by 3.8.2 No Proceedings involving or against relating to the Company and, are current (other than actions by the Company for the recovery of sums owing to it in the Company’s Knowledge, no such Proceeding has been threatenedOrdinary Course of Business). (c) There 3.8.3 Save as Disclosed, there is no Order to which the Company, or any of the assets owned or used by the Company, is subject. (d) To the Company’s Knowledge, neither the General Partner nor any officer, employee, 3.8.4 No director or contractor secretary of the Company or or, to the Seller's Knowledge, employee of the General Partner, Company is subject to any Order that prohibits the General Partnersuch director, officer, secretary or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s 's business. (e) There 3.8.5 To the Seller's Knowledge, there is no proposed Order that, if issued or otherwise put into effect effect, (i) would or could is reasonably be expected likely to have a Material Adverse Effect material adverse effect on the Company's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or 19 21 portion thereof) or on the ability of the Company to comply with or perform any covenant or obligation under this Agreement and the other Transactional Agreements, or (ii) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There Except as described in reasonable detail in Part 5.8 of the Company Disclosure Schedule, there is no pending Proceeding Proceeding, and, to the Company’s Knowledge's knowledge, no Person has threatened to commence any Proceeding: (i) to which that involves the Company is a party or which directly the Subsidiary or that otherwise relates to or might affect the Company's or the Subsidiary's business or any of the material assets owned or used by the Company or the Subsidiary (whether or not the Company or the Subsidiary is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Acquisition Transactions or the Company’s 's ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements Transactional Agreements, and, to the knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within The Company has delivered to the last five yearsPurchaser accurate and complete copies of all pleadings, no material Proceeding has been commenced by or against correspondence and other written materials to which the Company and, has access that relate to the Company’s KnowledgeProceedings identified in Part 5.8 of the Company Disclosure Schedule, no such Proceeding if any. None of the matters set forth in Part 5.8 of the Company Disclosure Schedule has been threatenedhad or is reasonably likely to have a material adverse effect on the Company or the Subsidiary. (c) There is no Order to which the CompanyCompany or the Subsidiary, or any of the assets owned or used by the CompanyCompany or the Subsidiary, is subjectsubject nor are there any such Orders threatened which are reasonably likely to be imposed by any Governmental Body. (d) To the Company’s Knowledge's knowledge, neither the General Partner nor any officer, employee, no officer or contractor employee of the Company or of the General Partner, Subsidiary is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s 's business. (e) There is no proposed Order that, if issued or otherwise put into effect (i) would or could reasonably be expected to have a Material Adverse Effect or (ii) would otherwise have the effect of preventing, delaying, making illegal or otherwise interfering with the Acquisition.

Proceedings; Orders. (a) There is no pending Proceeding and, to the Company’s KnowledgeKnowledge of the Company and the Selling Shareholders, no Person has threatened to commence any Proceeding: (i) to which that involves the Company is a party or which directly that otherwise relates to or might affect the business of the Company or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the Company’s Knowledge, no Transactions. (b) No event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceedingmaterial Proceeding of the type described in Section 4.07(a). (bc) Within the last five years, no material No Proceeding has ever been commenced by or against the Company and, and no Proceeding otherwise involving or relating to the Company’s Knowledge, no such Proceeding Company has been threatenedpending or threatened at any time. (cd) There is no Order to which the Company, Company or any of the assets owned or used by the Company, Company is subject. (d) To , and none of the Company’s Knowledge, neither Selling Shareholders is subject to any Order that relates to the General Partner nor any officer, employee, or contractor business of the Company or to any of the General Partner, assets owned or used by the Company. (e) No officer or employee of the Company is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the business of the Company’s business. (ef) There is no proposed Order that, if issued or otherwise put into effect effect, (i) would may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects (or on any aspect or portion thereof) of the Company or on the ability of the Company or any of the Selling Shareholders to have a Material Adverse Effect comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Documents, or (ii) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There Except as set forth in Part 2.25(a) of the Disclosure Schedule, there is no pending Proceeding andProceeding, to the Company’s Knowledge, and no Person has threatened to commence any Proceeding: (i) to which that involves the Company is a party or which directly that otherwise relates to or might affect the Company’s business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to Transactions. Except as set forth in Part 2.25(a) of the Company’s KnowledgeDisclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within Except as set forth in Part 2.25(b) of the last five yearsDisclosure Schedule, no material Proceeding has ever been commenced by or against the Company and, Company; and no Proceeding otherwise involving or relating to the Company’s Knowledge, no such Proceeding Company has been threatenedpending or threatened at any time. (c) The Company has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Part 2.25 of the Disclosure Schedule. (d) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject; and none of the Selling Stockholder is subject to any Order that relates to the Company’s business or to any of the assets owned or used by the Company. (de) To the best of the Company’s Knowledge, neither the General Partner nor any officer, employee, Knowledge no officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business. (ef) There is no proposed Order that, if issued or otherwise put into effect effect, (i) would may have an adverse effect on the Company’s business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects (or on any aspect or portion thereof) or on the ability of the Company or any of the Selling Stockholder to have a Material Adverse Effect comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There Except as set forth on Section 2.21 of the Company Disclosure Schedule, there is no pending Proceeding andProceeding, and to the knowledge of the Company’s Knowledge, no Person has threatened to commence any Proceeding: Proceeding (i) to which that involves the Company is a party or which directly that otherwise relates to or likely would affect the Company’s business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute ); or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to Transactions. To the knowledge of the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would be reasonably expected to directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within Except as set forth on Section 2.21 of the last five yearsCompany Disclosure Schedule, since January 1, 2004 no material Proceeding has been commenced by or against the Company, and no Proceeding otherwise involving or relating to the Company andhas been pending or, to the Company’s Knowledgeknowledge, no such Proceeding has been threatenedthreatened at any time. (c) The Company has delivered to Buyer complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to the Proceedings identified in Section 2.21 (a) or (b) of the Company Disclosure Schedule. (d) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject. (de) To the knowledge of the Company’s Knowledge, neither the General Partner nor any officer, employee, no officer or contractor employee of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, such officer or employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business. (ef) There is no Order, or to the knowledge of the Company, proposed Order (other than any proposed Order that would be applicable generally to the contract machine shop industry) that, if issued or otherwise put into effect effect, (i) likely would or could reasonably be expected to have a Material Adverse Effect material adverse effect on the ability of the Company to comply with or perform any covenant or obligation under this Agreement or any of the other Transactional Agreements or (ii) would otherwise may have the effect of preventing, delaying, making illegal legal or otherwise interfering with any of the AcquisitionTransactions.

Proceedings; Orders. (a) There is no pending Proceeding andProceeding, and no Person has, to the Company’s KnowledgeKnowledge of Seller, no Person has threatened to commence any Proceeding: : (i) to which Company is a party that involves the Seller; or which directly relates to any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the CompanyTransactions. To Seller’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to might directly or indirectly give rise to, to or serve as a reasonable basis for, for the commencement of any such Proceeding. (b) Within the last five years, no material Proceeding No Proceeding has ever been commenced by or against the Company and, Seller. The Seller has delivered to the Company’s KnowledgePurchaser accurate and complete copies of all pleadings, no such Proceeding correspondence and other written materials (to which the Seller has been threatened. (caccess) that relate to the Proceedings identified in Part 2.26 of the Disclosure Schedule. There is no Order to which the CompanySeller, or any of the assets owned or used by the CompanySeller, is subject. (d) To ; and, to the Company’s KnowledgeKnowledge of Seller, neither the General Partner nor any officer, employee, or contractor of the Company or of the General Partner, no Related Party is subject to any Order that prohibits relates to the General Partner, officer, employee Seller’s business or contractor to any of the Company or assets of the General Partner Seller. To the Knowledge of Seller, no Continuing Employee is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the Companybusiness of the Seller or the business of the Purchaser at or after the Closing. To Seller’s business. (e) There Knowledge, there is no proposed Order that, if issued or otherwise put into effect, (Y) may have an adverse effect (i) would on the business, condition, assets, liabilities, operations, financial performance, net income or could reasonably be expected prospects of the Seller or on the ability of the Seller to have a Material Adverse Effect comply with or perform any covenant or obligation under any of the Transactional Agreements, or (iiZ) would otherwise may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the AcquisitionTransactions.