Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14, there is no pending Proceeding: (i) that has been commenced by or against Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Company’s Knowledge, no such Proceeding has been Threatened. Except as specifically referenced in Schedule 3.14 as having a material adverse effect, the Proceedings listed in Schedule 3.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any Subsidiary. (b) Except as set forth in Schedule 3.14: (i) there is no Order to which Company or any Subsidiary, or any of the assets owned or used by Company or any Subsidiary, is subject; (ii) Neither Company nor any Subsidiary is subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiary; and (iii) no officer, director, agent, or employee of Company or a Subsidiary is subject to any Order that prohibits such Person from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the Subsidiaries. (c) Except as set forth in Schedule 3.14: (i) Each of Company and each Subsidiary is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is subject; and (iii) neither Company nor a Subsidiary has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14As of the date hereof, there is no pending Legal Proceeding: , and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that has been commenced by or against involves the Company or a Subsidiary or that otherwise relates to or may affect the business ofany of its Subsidiaries, or in which the Company or any of its Subsidiaries is a plaintiff, complainant or defendant with respect to any of the assets owned or used by, or any products or services provided by the Company or any of its Subsidiaries or any Person whose Liability for such Legal Proceeding the SubsidiariesCompany or any of its Subsidiaries has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, the Merger or any of the Contemplated Transactionsother transactions contemplated by this Agreement; or (iii) that relates to the ownership of any capital stock of the Company, or any option or other right to the capital stock or other securities of the Company, or right to receive consideration as a result of this Agreement. To Company’s KnowledgeFor the last three (3) years prior to the date hereof, no such material Legal Proceeding has been Threatened. Except as specifically referenced in Schedule 3.14 as having a material adverse effectcommenced by or against, or to the Knowledge of the Company, threatened against, the Proceedings listed in Schedule 3.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any Subsidiaryof its Subsidiaries (or any director, officer, or other Representative of the Company or any of its Subsidiaries in their capacity as such). (b) Except as set forth in Schedule 3.14: (i) there There is no Order to which the Company or any Subsidiaryof its Subsidiaries, or any of the assets owned or used or any products or services provided by the Company or any Subsidiaryof its Subsidiaries, is subject; (ii) Neither Company nor any Subsidiary is subject to any Order that relates to . To the business of, or any Knowledge of the assets owned or used byCompany, no current Company or a Subsidiary; and (iii) no officer, director, agent, or employee of Company or a Subsidiary Associate is subject to any Order that prohibits such Person Company Associate from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Company and the Subsidiaries. (c) Except as set forth in Schedule 3.14: (i) Each of Company and each Subsidiary is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is subject; and (iii) neither Company nor a Subsidiary has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is or has been subjectits Subsidiaries.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Section 3.17(a) of the Company Disclosure Schedule, there is no pending Proceeding: (i) that has been commenced by or against the Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets Assets or Properties owned or used by, Company or by the SubsidiariesCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of the Company’s Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced The Company has delivered to Parent copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Section 3.17(a) of the Company Disclosure Schedule. The Proceedings listed in Section 3.17(a) of the Company Disclosure Schedule 3.14 will not have a material adverse effect Material Adverse Effect on the business, operations, assets, condition, or prospects of Company or any Subsidiarythe Company. (b) Except as set forth in Schedule 3.14Section 3.17(b) of the Company Disclosure Schedule: (i) there the Company is no Order to which Company or any Subsidiary, or any of the assets owned or used by Company or any Subsidiary, is subject; (ii) Neither Company nor any Subsidiary is not subject to any Order that relates to the business of, or any of the assets owned or used by, the Company other than any such order which, individually, or in the aggregate, would not have a SubsidiaryMaterial Adverse Effect with respect to the Company; and (iiiii) no officer, director, agent, or employee of the Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the SubsidiariesCompany. (c) Except as set forth in Schedule 3.14:Section 3.17(c) of the Company Disclosure Schedule: Exhibit 10.30 (i) Each of the Company and each Subsidiary is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets Assets or Properties owned or used by it, is or has been subject, except where failure to so comply, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Company; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets Assets or Properties owned or used by Company or a Subsidiarythe Company, is subject; and (iii) neither the Company nor a Subsidiary has not received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets Assets or Properties owned or used by Company or a Subsidiarythe Company, is or has been subject.

Legal Proceedings; Orders. (ai) Except as set forth in on Schedule 3.14, 2.1.10 hereto there is no pending Proceeding: (iA) that has been commenced by or against the Company or a Subsidiary Seller or that otherwise relates to or may affect the business ofBusiness, or any of the assets owned or used by, Company or by the SubsidiariesCompany; or (iiB) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the transaction contemplated by the Executed Agreements. To the Knowledge of the Founders and the Institutional Shareholders and the Company or any of the Contemplated Transactions. To Company’s Knowledgetheir respective Affiliates or Associates, (1) no such Proceeding has been Threatenedthreatened or is likely to be asserted, commenced, taken, or otherwise pursued in the future, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced The Company has delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, the 2.1.10. The Proceedings listed in Schedule 3.14 will 2.1.10 are not have likely to give rise to, individually or in the aggregate, a material adverse effect on the business, operations, assets, condition, or prospects of Company or any SubsidiaryMaterial Adverse Effect. (bii) Except as set forth in Schedule 3.142.1.10: (iA) there is no Order to which Company or any Subsidiarythe Company, or any of the assets owned or used by Company or any Subsidiarythe Company, is subject; (iiB) Neither Company neither the Founder nor any Subsidiary is the Institutional Shareholders are subject to any Order that relates to the business ofBusiness, or any of the assets owned or used by, Company or a Subsidiarythe Company; and (iiiC) no officer, director, agent, or employee of the Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, agent or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the SubsidiariesBusiness. (ciii) Except as set forth in Schedule 3.142.1.10: (iA) Each of the Company and each Subsidiary is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (iiB) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets owned or used by Company or a Subsidiarythe Company, is subject; and (iiiC) neither the Company nor a Subsidiary has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person person or entity regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets owned or used by Company or a Subsidiarythe Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against the Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the SubsidiariesCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Sellers and the Company’s Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Part 3.15 of the Disclosure Letter. The Proceedings listed in Schedule 3.14 Part 3.15 of the Disclosure Letter will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any Subsidiarythe Company. (b) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter: (i) there is no Order to which Company or any Subsidiaryof the Company, or any of the assets owned or used by Company or any Subsidiarythe Company, is subject; (ii) Neither Company nor any Subsidiary neither Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiarythe Company; and (iii) to the Knowledge of Sellers and the Company, no officer, director, agent, or employee of the Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the SubsidiariesCompany. (c) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter: (i) Each of the Company and each Subsidiary is, and at all times since January 1, 2004 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets owned or used by Company or a Subsidiarythe Company, is subject; and (iii) neither the Company nor a Subsidiary has received not received, at any time since January 1, 2004, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets owned or used by Company or a Subsidiarythe Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Part 4.14 of the Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against Company or a Subsidiary PF or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the SubsidiariesPF; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Company’s Knowledgethe Knowledge of PF, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced PF has delivered to Coventry copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Part 4.14 of the Disclosure Letter. The Proceedings listed in Schedule 3.14 Part 4.14 of the Disclosure Letter will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any SubsidiaryPF. (b) Except as set forth in Schedule 3.14Part 4.14 of the Disclosure Letter: (i) there is no Order to which Company or any SubsidiaryPF, or any of the assets owned or used by Company or any SubsidiaryPF, is subject; (ii) Neither Company nor any Subsidiary is subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiary; and (iiiii) no officer, director, agent, agent or key employee of Company or a Subsidiary PF is subject to any Order that prohibits such Person officer, director, agent or key employee from engaging in or continuing any conduct, activity, activity or practice relating to the business of Company and the SubsidiariesPF. (c) Except as set forth in Schedule 3.14Part 4.14 of the Disclosure Letter: (i) Each of Company and each Subsidiary is, and at all times has been, PF is in full material compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no No event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of timetime or both) a violation of or failure to comply with any term or requirement of any Order to which Company or a SubsidiaryPF, or any of the assets owned or used by Company or a SubsidiaryPF, is subject; and (iii) neither Company nor a Subsidiary PF has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material term or requirement of any Order to which Company or a SubsidiaryPF, or any of the assets owned or used by Company or a SubsidiaryPF, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.143.15 or Schedule 3.19, to the Knowledge of Seller there is no pending Proceeding: (i) that has been commenced by or against any Acquired Company or a Subsidiary or that otherwise relates to or may affect the Business or the business of, or any of the assets owned or used by, any Acquired Company or the Subsidiariesin any material respect; or (iior(ii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering withwith in any material way, any of the Contemplated Transactions. To CompanySeller’s Knowledge, no such Proceeding has been Threatened. Except as specifically referenced Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, the 3.15 requested by Buyer. The Proceedings listed in Schedule 3.14 3.15 will not have a material adverse effect on the Business or the business, operations, assets, condition, condition or prospects of Company or any SubsidiaryAcquired Company. (b) Except as set forth in Schedule 3.143.15: (i) there is no material Order to which Company the Business or any Subsidiaryof the Acquired Companies, or any of the assets owned or used by any Acquired Company or any Subsidiaryotherwise in connection with the Business, is subject; (ii) Neither Company nor any Subsidiary Seller is not subject to any material Order that relates to the Business or the business of, or any of the assets owned or used by, Company or a Subsidiaryany Acquired Company; and (iii) no officer, director, agent, agent or employee of any Acquired Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, agent or employee from engaging in or continuing any conduct, activity, activity or practice relating to the Business or the business of any Acquired Company and which would have a material adverse effect on the SubsidiariesBusiness or the business of any Acquired Company. (c) Except as set forth in Schedule 3.143.15: (i) Each of Company the Seller and each Subsidiary is, and at all times has been, Acquired Company are in full compliance with all of the terms and requirements of each material Order to which itthe Business or they, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Company Seller, the Business or a Subsidiaryany Acquired Company, or any of the assets owned or used by any Acquired Company or a Subsidiary, is subject; and (iii) neither Seller nor any Acquired Company nor a Subsidiary has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or alleged potential violation of, or failure to comply with, any material term or requirement of any Order to which Company the Seller, the Business or a Subsidiaryany Acquired Company, or any of the assets owned or used by any Acquired Company or a Subsidiaryotherwise in connection with the Business, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against the Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the SubsidiariesCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Sellers and the Company’s Knowledge, no such Proceeding as described above has been Threatened. Except as specifically referenced Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Part 3.15 of the Disclosure Letter. The Proceedings listed in Schedule 3.14 Part 3.15 of the Disclosure Letter will not 20 have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any Subsidiarythe Company. (b) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter: (i) there is no Order to which Company or any Subsidiarythe Company, or any of the assets owned or used by Company or any Subsidiarythe Company, is subject; (ii) Neither Company nor any Subsidiary is Sellers are not subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiarythe Company; and (iii) no officer, director, agent, or employee of the Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the SubsidiariesCompany. (c) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter: (i) Each of the Company and each Subsidiary is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets owned or used by Company or a Subsidiarythe Company, is subject; and (iii) neither the Company nor a Subsidiary has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets owned or used by Company or a Subsidiarythe Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Part 4.15 of the Primal Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against any Acquired Company or a Subsidiary or or, to the Knowledge of Primal, that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the Subsidiariesany Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Merger, ▇▇▇▇▇’▇ exercise of control over any Acquired Company, or any of the other Contemplated Transactions. To Company’s Knowledgethe Knowledge of the Acquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced Primal has delivered to ▇▇▇▇▇ copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Part 4.15 of the Primal Disclosure Letter. The Proceedings listed in Schedule 3.14 Part 4.15 of the Primal Disclosure Letter will not have a material adverse effect Primal Material Adverse Effect on the business, operations, assets, condition, or prospects of Company or any SubsidiaryAcquired Company. (b) Except as set forth in Schedule 3.14Part 4.15 of the Primal Disclosure Letter: (i) there is no Order to which Company or any Subsidiaryof the Acquired Companies, or any of the assets owned or used by Company or any SubsidiaryAcquired Company, is subject;; and (ii) Neither Company nor any Subsidiary is subject to any Order that relates to the business ofKnowledge of Primal, or any of the assets owned or used by, Company or a Subsidiary; and (iii) no officer, director, agent, or employee of any Acquired Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the Subsidiariesany Acquired Company. (c) Except as set forth in Schedule 3.14Part 4.15 of the Primal Disclosure Letter: (i) Each of each Acquired Company and each Subsidiary is, and at all times since June 17, 1996, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiaryany Acquired Company, or any of the assets owned or used by Company or a Subsidiaryany Acquired Company, is subject; and (iii) neither no Acquired Company nor a Subsidiary has received received, at any time since June 17, 1996, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiaryany Acquired Company, or any of the assets owned or used by Company or a Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedule 3.14, there is no identifies each pending Proceeding: Proceeding or claim: (i) that has been commenced by or against Company or a Subsidiary any of the Acquired Companies or that otherwise relates to or may affect the business of, or any of the assets or properties owned or used by, Company or any of the SubsidiariesAcquired Companies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactionstransactions contemplated by this Agreement or any of the Ancillary Agreements; or (iii) that involves a claim by any Person that such Person is a holder or beneficial owner of or has the right to acquire or to obtain beneficial ownership of any stock of, or any other voting, equity or ownership interest in any of the Acquired Companies. To No such Proceeding or claim has been threatened in writing and, to the Knowledge of the Company’s Knowledge, no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding or claim. The Company has been Threateneddelivered or made available to Buyer copies of all pleadings, correspondence relating to each Proceeding or claim listed on Section 3.17(a) of the Disclosure Schedule. Except as specifically referenced in Schedule 3.14 as having a material adverse effect, None of the Proceedings or claims listed in on Section 3.17(a) of the Disclosure Schedule 3.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any SubsidiaryMaterial Adverse Effect. (b) Except as set forth in Schedule 3.14: on Section 3.17(b) of the Disclosure Schedule: (i) there is no Order to which Company or any Subsidiaryof the Acquired Companies, or any of the assets or properties owned or used by Company or any Subsidiaryof the Acquired Companies, is subject; ; (ii) Neither Company nor to the Knowledge of the Company, no officer, director, agent, or employee of any Subsidiary of the Acquired Companies is subject to any Order that relates to the business of, or any of the assets or properties owned or used by, Company or a Subsidiaryany of the Acquired Companies; and and (iii) to the Knowledge of the Company, no officer, director, agent, or employee of Company or a Subsidiary any of the Acquired Companies is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating the businesses of the Acquired Companies. This paragraph does not apply to office actions in the business of Company United States Patent and the SubsidiariesTrademark Office for Registered Intellectual Property. (c) Except as set forth in Schedule 3.14: (i) Each of Company and each Subsidiary the Acquired Companies is, and at all times has been, in full material compliance with all of the terms and requirements of each Order to which it, or any of the assets or properties owned or used by it, is or has been subject; ; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiaryany of the Acquired Companies, or any of the assets or properties owned or used by Company or a Subsidiaryany of the Acquired Companies, is subject; and and (iii) neither Company nor a Subsidiary none of the Acquired Companies has received any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiaryany of the Acquired Companies, or any of the assets or properties owned or used by Company or a Subsidiaryany of the Acquired Companies, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.143.15, there is no pending Proceeding: (i) that has been commenced by or against Company the Company, OL, Alamar or a Subsidiary Mar or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company the Company, OL, Alamar or the SubsidiariesMar; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Sellers and the Company’s Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, the 3.15. The Proceedings listed in Schedule 3.14 3.15 will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company the Company, OL, Alamar or any Subsidiary.Mar. (b) Except as set forth in Schedule 3.143.15: (i) there is no Order to which Company the Company, OL, Alamar or any SubsidiaryMar, or any of the assets owned or used by Company the Company, OL, Alamar or any SubsidiaryMar, is subject; (ii) Neither Company nor any Subsidiary no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, Company the Company, OL, Alamar or a SubsidiaryMar; and (iii) no officer, director, agent, or employee of Company the Company, OL, Alamar or a Subsidiary Mar is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the SubsidiariesCompany. (c) Except as set forth in Schedule 3.143.15: (i) Each each of Company the Company, OL, Alamar and each Subsidiary Mar is, and at all times since December 31, 2003 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) to the Knowledge of the Sellers, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company the Company, OL, Alamar or a SubsidiaryMar, or any of the assets owned or used by Company the Company, OL, Alamar or a SubsidiaryMar, is subject; and (iii) neither Company nor a Subsidiary the Company, OL, Alamar or Mar has received received, at any time since December 31, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company the Company, OL, Alamar or a SubsidiaryMar, or any of the assets owned or used by Company the Company, OL, Alamar or a SubsidiaryMar, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.143.15, there is no pending Proceeding: Proceeding (i) that has been commenced by or against the Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company or the Subsidiaries; or any Subsidiary in a material manner, or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Company’s Knowledge. 3.15.1 In addition, (A) no such Proceeding has been Threatened. Except , and (B) no event has occurred or circumstance exists that may give rise to or serve as specifically referenced in Schedule 3.14 as having a material adverse effect, basis for the Proceedings listed in Schedule 3.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects commencement of Company or any Subsidiarysuch Proceeding. (b) 3.15.2 Except as set forth in Schedule 3.14: 3.15, (i) there is no Order to which the Company or any Subsidiaryof its Subsidiaries, or any of the assets owned or used by the Company or any Subsidiaryof its Subsidiaries, is subject; subject and (ii) Neither the Company nor or any Subsidiary is of its Subsidiaries are not subject to any Order that relates to its business as presently conducted or as approved by the business ofBoard to be conducted, or any of the assets owned or used by, the Company or a Subsidiary; and (iii) no officerany of its Subsidiaries. ________________________________________________________________________________ * An asterisk indicates confidential material has been omitted from this document filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, director, agent, or employee of Company or a Subsidiary is subject to any Order that prohibits such Person from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the Subsidiariesas amended. (c) 3.15.3 Except as set forth in Schedule 3.14: (i) Each of 3.15, the Company and each Subsidiary isall its Subsidiaries are, and at all times has have been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) subject other than any non-compliance which would not have a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is subject; and (iii) neither Company nor a Subsidiary has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is or has been subjectMaterial Adverse Effect.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Section 3.14(a) of the Seller’s Disclosure Letter, there is no pending Proceeding: (i) that has been commenced is by or against the Company or a the Company Subsidiary or, to the Knowledge of Seller, by or against any third party, that otherwise relates to or may adversely affect the business ofof the Company or the Company Subsidiary, or any of the assets owned or used by, Company or the Subsidiariestheir assets; or (ii) to the Knowledge of the Seller is against any employee or consultant working on behalf of the Company or any Company Subsidiary. (iii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Company’s Knowledgethe Knowledge of Seller, (1) no such Proceeding has been ThreatenedThreatened and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced in Schedule 3.14 as having a material adverse effect, the The Proceedings listed in Schedule 3.14 Section 3.14(a) of the Seller’s Disclosure Letter will not not, individually or in the aggregate, have a material adverse effect on Material Adverse Effect. For the businesspurposes of this section, operationsthe term Material Adverse Effect means any event or series of events or circumstances which, assets, condition, individually or prospects of Company or any Subsidiaryin the aggregate exceed $100,000. (b) Except as set forth in Schedule 3.14Section 3.14(b) of Seller’s Disclosure Letter: (i) there is no Order to which the Company or any Subsidiary, or any of the assets owned or used by Company or any Subsidiary, Subsidiary is subject; (ii) Neither neither the Company nor any the Company Subsidiary is subject to any Order that relates to the their business of, or any of the assets owned or used by, Company or a Subsidiary; andassets; (iii) no officer, director, agent, or employee of the Company or a the Company Subsidiary is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company or the Company Subsidiary; (iv) the Company and the Subsidiaries. (c) Except as set forth in Schedule 3.14: (i) Each of Company and each Subsidiary isare, and at all times has have been, in full compliance with all of the terms and requirements of each Order to which it, or any either of the Company or the Company Subsidiary or their respective assets owned or used by it, is or has been subject; (iiv) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or a Subsidiary, or any of and the assets owned or used by Company or a Subsidiary, is Subsidiary are subject; and (iiivi) neither the Company nor a and the Company Subsidiary has have not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiarythey, or any of the assets owned or used by Company or a Subsidiarytheir assets, is are or has been subject. (c) Neither the Company, the Company Subsidiary or any agent or employee of the Company has engaged in any course of conduct that violates any provision of, or has engaged in any conduct that would in conjunction with similar conduct prior to the Closing result in the imposition of penalties, injunctive relief, or other sanctions on the Company under: (i) that certain Assurance of Discontinuance Pursuant to Executive Law Section 63(15) entered into in March 2001 between and among ▇▇▇▇▇ ▇▇▇▇▇▇▇, Attorney General of the State of New York; Total Gas & Electric, Inc.; and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇; (ii) Settlement agreement with the Pennsylvania Public Utilities Commission Law Bureau Prosecutory Staff approved by the Commission on September 26, 2001 Docket. (iii) Final Administrative consent order of the State of New Jersey Board of Public Utilities, Division of Consumer Affairs filed December 7, 2000 signed by ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, Spandora & Hilson, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. Flinger.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14, there is no pending Proceeding: (i) that has been commenced by or against Company Seller or a Subsidiary Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the SubsidiariesCompanies; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To CompanySeller’s Knowledge, no such Proceeding has been Threatened. Seller has made available to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14. Except as specifically referenced in Schedule 3.14 as having a material adverse effect, the Proceedings listed in Schedule 3.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any Subsidiarythe Companies. (b) Except as set forth in Schedule 3.14: (i) there is no Order to which Company or any Subsidiarya Company, or any of the assets owned or used by Company or any Subsidiarythe Companies, is subject; (ii) Neither Company nor any Subsidiary Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiarythe Companies; and (iii) no officer, director, agent, or employee of a Company or a Subsidiary is subject to any Order that prohibits such Person from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the SubsidiariesCompanies. (c) Except as set forth in Schedule 3.14: (i) Each of Company Seller and each Subsidiary Company is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company Seller or a SubsidiaryCompany, or any of the assets owned or used by Company or a Subsidiarythe Companies, is subject; and (iii) neither Company Seller nor a Subsidiary Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company Seller or a SubsidiaryCompany, or any of the assets owned or used by Company or a Subsidiarythe Companies, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Part 4.15 of the Disclosure Letter, there is to the knowledge of the Principal Vendors no pending ProceedingProceeding and has not been any Proceeding since April 1, 1999: (i) that has been commenced by or against any Acquired Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the Subsidiariesany Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Company’s Knowledgethe Knowledge of Principal Vendors, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced Principal Vendors have delivered to Purchaser copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Part 4.15 of the Disclosure Letter. The Proceedings listed in Schedule 3.14 Part 4.15 of the Disclosure Letter will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any SubsidiaryAcquired Company. (b) Except as set forth in Schedule 3.14Part 4.15 of the Disclosure Letter: (i) there is no Order to which Company or any Subsidiaryof the Acquired Companies, or any of the assets owned or used by Company or any SubsidiaryAcquired Company, is subject; (ii) Neither Company nor any Subsidiary no Vendor is subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiaryany Acquired Company; and (iii) to the Knowledge of Principal Vendors, no officer, director, agent, or employee of any Acquired Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the Subsidiariesany Acquired Company. (c) Except as set forth in Schedule 3.14: (i) Each of Company and each Subsidiary is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is subject; and (iii) neither Company nor a Subsidiary has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Part 4.15 of the Primal Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against any Acquired Company or a Subsidiary or or, to the Knowledge of Primal, that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the Subsidiariesany Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Merger, ▇▇▇▇▇'▇ exercise of control over any Acquired Company, or any of the other Contemplated Transactions. To Company’s Knowledgethe Knowledge of the Acquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced Primal has delivered to ▇▇▇▇▇ copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Part 4.15 of the Primal Disclosure Letter. The Proceedings listed in Schedule 3.14 Part 4.15 of the Primal Disclosure Letter will not have a material adverse effect Primal Material Adverse Effect on the business, operations, assets, condition, or prospects of Company or any SubsidiaryAcquired Company. (b) Except as set forth in Schedule 3.14Part 4.15 of the Primal Disclosure Letter: (i) there is no Order to which Company or any Subsidiaryof the Acquired Companies, or any of the assets owned or used by Company or any SubsidiaryAcquired Company, is subject;; and (ii) Neither Company nor any Subsidiary is subject to any Order that relates to the business ofKnowledge of Primal, or any of the assets owned or used by, Company or a Subsidiary; and (iii) no officer, director, agent, or employee of any Acquired Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the Subsidiariesany Acquired Company. (c) Except as set forth in Schedule 3.14Part 4.15 of the Primal Disclosure Letter: (i) Each of each Acquired Company and each Subsidiary is, and at all times since June 17, 1996, has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiaryany Acquired Company, or any of the assets owned or used by Company or a Subsidiaryany Acquired Company, is subject; and (iii) neither no Acquired Company nor a Subsidiary has received received, at any time since June 17, 1996, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiaryany Acquired Company, or any of the assets owned or used by Company or a Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Section 3.15(a) of the Disclosure Schedule, there is no pending Proceeding: (i) that has been commenced by or against any Acquired Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets or properties owned or used by, any Acquired Company or the Subsidiariesany Seller; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Company’s Knowledgethe Knowledge of Sellers and the Acquired Companies, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Section 3.15(a) of the Disclosure Schedule. The Proceedings listed in Section 3.15(a) of the Disclosure Schedule 3.14 will are not reasonably expected to have a material adverse effect on the business, operations, properties, assets, condition, or prospects condition (financial or otherwise) of Company or any SubsidiaryAcquired Company. (b) Except as set forth in Schedule 3.14Section 3.15(b) of the Disclosure Schedule: (i) there is no Order to which Company or any Subsidiaryof the Acquired Companies, or any of the assets or properties owned or used by Company or any SubsidiaryAcquired Company, is subject; (ii) Neither Company nor any Subsidiary no Seller is subject to any Order that relates to the business of, or any of the assets or properties owned or used by, Company or a Subsidiaryany Acquired Company; and (iii) no officer, director, agent, or employee of any Acquired Company or a Subsidiary is subject to any Order that prohibits such Person officer, director, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the Subsidiariesany Acquired Company. (c) Except as set forth in Schedule 3.14Section 3.15(c) of the Disclosure Schedule: (i) Each of each Acquired Company and each Subsidiary is, and at all times since January 1, 1999 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets or properties owned or used by it, is or has been subject; (ii) to Sellers' and the Acquired Companies' Knowledge, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiaryany Acquired Company, or any of the assets or properties owned or used by Company or a Subsidiaryany Acquired Company, is subject; and (iii) neither no Acquired Company nor a Subsidiary has received received, at any time since January 1, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiaryany Acquired Company, or any of the assets or properties owned or used by Company or a Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14As of the date hereof (for purposes of Section 8.1 only), there is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened to commence any Legal Proceeding: : (i) that has been commenced by or against involves the Company or a Subsidiary or that otherwise relates to or may affect the business ofany of its Subsidiaries, or in which the Company or any of its Subsidiaries is a plaintiff, complainant or defendant with respect to any of the assets owned or used by, or any products or services provided by the Company or any of its Subsidiaries or any Person whose Liability for such Legal Proceeding the SubsidiariesCompany or any of its Subsidiaries has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, the transactions contemplated by this Agreement; or (iii) that relates to the ownership of any Capital Stock of the Company or any of its Subsidiaries, or any option or other right to the Contemplated TransactionsCapital Stock or other securities of the Company or any of its Subsidiaries, or right to receive consideration as a result of this Agreement. To Company’s KnowledgeExcept as set forth in Section 2.19(a) of the Disclosure Schedule, as of the date hereof (for purposes of Section 8.1 only), and for the last three (3) years, no such Legal Proceeding has been Threatened. Except as specifically referenced in Schedule 3.14 as having a material adverse effectcommenced by or against, or, to the Knowledge of the Company, threatened against, the Proceedings listed in Schedule 3.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any Subsidiaryof its Subsidiaries, as applicable. (b) Except as set forth in Schedule 3.14: (i) there There is no Order to which the Company or any Subsidiaryof its Subsidiaries, or any of the assets owned or used or any products or services provided by the Company or any Subsidiaryof its Subsidiaries, is subject; (ii) Neither . To the Knowledge of the Company, no employee, independent contractor, Key Business Partner or other service provider of the Company nor any Subsidiary is subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiary; and (iii) no officer, director, agent, or employee of Company or a Subsidiary its Subsidiaries is subject to any Order that prohibits such Person from engaging in or continuing any conduct, activity, activity or practice relating to the business of the Company and the Subsidiaries. (c) Except as set forth in Schedule 3.14: (i) Each of Company and each Subsidiary is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is subject; and (iii) neither Company nor a Subsidiary has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is or has been subjectits Subsidiaries.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14, there is no pending ProceedingPart 4.13 of the Disclosure Letter: (i) there is no pending Proceeding that has been commenced by or against any Acquired Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company any Acquired Company, or the Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Company’s Knowledge, . (ii) no such Proceeding described in clause (i) above has been Threatened, and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced in Schedule 3.14 as having a material adverse effectThe Company has delivered or made available to Buyer true and correct copies of all pleadings, the Proceedings correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 will not have a material adverse effect on Part 4.13 of the business, operations, assets, condition, or prospects of Company or any SubsidiaryDisclosure Letter. (b) Except as set forth in Schedule 3.14Part 4.13 of the Disclosure Letter: (i) there is no Order to which Company or any Subsidiaryof the Acquired Companies, or any of the assets owned or used by Company or any SubsidiaryAcquired Company, is subject;; and (ii) Neither Company nor any Subsidiary is subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiary; and (iii) no officer, director, agent, or employee of any Acquired Company or a Subsidiary is subject to any Order that prohibits such Person officer, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the Subsidiariesany Acquired Company. (c) Except as set forth in Schedule 3.14Part 4.13 of the Disclosure Letter: (i) Each of each Acquired Company and each Subsidiary is, and at all times since January 1, 1994 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiaryany Acquired Company, or any of the assets owned or used by Company or a Subsidiaryany Acquired Company, is subject; and (iii) neither no Acquired Company nor a Subsidiary has received received, at any time since January 1, 1994, any notice or other communication (whether oral or writtenwritten or, to the Knowledge of the Acquired Companies, oral) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiaryany Acquired Company, or any of the assets owned or used by Company or a Subsidiaryany Acquired Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14, there There is no pending Proceeding: : (i) that has been commenced by or against Company or a Subsidiary the Company, any of its Subsidiaries or that otherwise relates to or may affect the business of, or any of the assets or properties owned or used by, the Company or the any of its Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactionstransactions contemplated by this Agreement; or (iii) that involves a claim by any Person that such Person is a holder or beneficial owner of or has the right to acquire or to obtain beneficial ownership of any capital stock of, or any other voting, equity or ownership interest in, the Company or any of its Subsidiaries. To Company’s Knowledge, no No such Proceeding has been Threatened. Except been, to the Knowledge of the Company, threatened, and no event has occurred or circumstance exists that may give rise to or serve as specifically referenced in Schedule 3.14 as having a material adverse effect, basis for the Proceedings listed in Schedule 3.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects commencement of Company or any Subsidiarysuch Proceeding. (b) Except as set forth in Schedule 3.14: Section 3.17(b) of the Company Disclosure Schedule: (i) there is no Order to which the Company or any Subsidiaryof its Subsidiaries, or any of the assets or properties owned or used by the Company or any Subsidiaryof its Subsidiaries, is subject; ; (ii) Neither to the Knowledge of the Company, no officer, director, agent, or employee of the Company nor or any Subsidiary of its Subsidiaries is subject to any Order that relates to the business of, or any of the assets or properties owned or used by, the Company or a Subsidiaryany of its Subsidiaries; and and (iii) to the Knowledge of the Company, no officer, director, agent, or employee of the Company or a Subsidiary any of its Subsidiaries is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company and the or any of its Subsidiaries. (c) Except as set forth in Schedule 3.14: Section 3.17(c) of the Company Disclosure Schedule: (i) Each each of the Company and each Subsidiary its Subsidiaries is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets or properties owned or used by it, is or has been subject; ; (ii) no event has occurred or circumstance exists that may could reasonably be expected to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or a Subsidiaryany of its Subsidiaries, or any of the assets or properties owned or used by the Company or a Subsidiaryany of its Subsidiaries, is subject; and and (iii) neither the Company nor a Subsidiary any of its Subsidiaries has received any notice or other communication (whether oral written or writtenoral) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which the Company or a Subsidiaryany of its Subsidiaries, or any of the assets or properties owned or used by the Company or a Subsidiaryany of its Subsidiaries, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter, there is no pending Proceeding: (i) that has been commenced by or against the Company or a Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, Company or the SubsidiariesCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Seller and the Company’s Knowledge, no such Proceeding as described above has been Threatened. Except as specifically referenced Seller has delivered or made available to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Schedule 3.14 as having a material adverse effect, Part 3.15 of the Disclosure Letter. The Proceedings listed in Schedule 3.14 Part 3.15 of the Disclosure Letter will not have a material adverse effect on the business, operations, assets, condition, or prospects of Company or any SubsidiaryMaterial Adverse Effect. (b) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter: (i) there is no Order to which Company or any Subsidiarythe Company, or any of the assets owned or used by Company or any Subsidiarythe Company, is subject; (ii) Neither Company nor any Subsidiary Seller is not subject to any Order that relates to the business of, or any of the assets owned or used by, Company or a Subsidiarythe Company; and (iii) no officer, director, agent, director or key employee of the Company or a Subsidiary is subject to any Order that prohibits such Person officer, director or key employee from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the SubsidiariesCompany. (c) Except as set forth in Schedule 3.14Part 3.15 of the Disclosure Letter and except as would not result in a Material Adverse Effect: (i) Each of the Company and each Subsidiary is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets owned or used by Company or a Subsidiarythe Company, is subject; and (iii) neither the Company nor a Subsidiary has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which Company or a Subsidiarythe Company, or any of the assets owned or used by Company or a Subsidiarythe Company, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.14Part 3.14 of the Shareholder Disclosure Schedule, there is no pending Proceeding: (i) that has been commenced by or against the Company or a any Subsidiary or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company or the Subsidiariesany Subsidiary; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Shareholders and the Company’s Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Except as specifically referenced in Schedule 3.14 as having a material adverse effectShareholders will upon Request deliver to Buyer copies of all pleadings, the Proceedings correspondence, and other documents relating to each Proceeding listed in Schedule Part 3.14 will not have a material adverse effect on of the business, operations, assets, condition, or prospects of Company or any Subsidiary. (b) Shareholder Disclosure Schedule. Except as set forth in Schedule 3.14Part 3.14 of the Shareholder Disclosure Schedule: (iiii) there is no Order to which the Company or any Subsidiary, or any of the assets owned or used by the Company or any Subsidiary, is subject; (iiiv) Neither Company nor any Subsidiary no Shareholder is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company or a any Subsidiary; and (iiiv) to the Knowledge of Shareholders and the Company, no officer, director, agent, or employee of the Company or a any Subsidiary is subject to any Order that prohibits such Person officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company and the Subsidiariesor any Subsidiary. (cb) Except as set forth in Schedule 3.14Part 3.14 of the Shareholder Disclosure Schedule: (i) Each each of the Company and each Subsidiary the Subsidiaries is, and at all times since January 1, 1993 has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company or a any Subsidiary, or any of the assets owned or used by the Company or a any Subsidiary, is subject; and (iii) neither each of the Company nor a Subsidiary and the Subsidiaries has received not received, at any time since January 1, 1993, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which the Company or a any Subsidiary, or any of the assets owned or used by the Company or a any Subsidiary, is or has been subject.

Legal Proceedings; Orders. (a) Except as set forth in Schedule 3.143.17(a) of the Disclosure Letter, there is no pending ProceedingProceeding to which the Company is a party that would have a Material Adverse Effect: (i) that has been commenced by or against Company or a Subsidiary or that otherwise relates to or may affect affects the business of, or any of the assets owned or used by, Company or the SubsidiariesCompany; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To the Company’s Knowledge, except as set forth in Schedule 3.17(a) of the Disclosure Letter, no such Proceeding has been Threatened. Except as specifically referenced Sellers have made available for inspection by Buyer, to the extent requested by Buyer, copies of all pleadings, correspondence, and other documents, if any, in Schedule 3.14 as having a material adverse effect, the Proceedings Sellers’ possession or control relating to each pending or Threatened Proceeding listed in Schedule 3.14 will not have a material adverse effect on 3.17(a) of the business, operations, assets, condition, or prospects of Company or any SubsidiaryDisclosure Letter. (b) Except as set forth in Schedule 3.143.17(b) of the Disclosure Letter: (i) there is no Order to which Company or any SubsidiaryNeither Sellers, or any of the assets owned or used by Company or any Subsidiary, is subject; (ii) Neither Company nor any Subsidiary of their respective Affiliates is subject a party to any Order that relates to affects the business of, or any of the assets owned or used by, Company or a Subsidiarythe Company; and (iiiii) To the Company’s Knowledge, no officer, director, or employee, of the Company is subject to any Order that prohibits such officer, director, agent, or employee of Company or a Subsidiary is subject to any Order that prohibits such Person from engaging in or continuing any conduct, activity, or practice relating to the business of Company and the SubsidiariesCompany. (c) Except as set forth in Schedule 3.14:3.17(c): (i) Each of the Company and each Subsidiary is, and at all times since December 31, 2004 has been, in full material compliance with all of the terms and requirements of each Order to which itit is a party, or to which any of the assets owned or used by it, is or has been subject;; and (ii) no event the Company has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with not received, at any term or requirement of time since December 31, 2004, any Order to which Company or a Subsidiary, or any of the assets owned or used by Company or a Subsidiary, is subject; and (iii) neither Company nor a Subsidiary has received any written notice or other written communication (whether or, to the Knowledge of Sellers, oral notice or written) communication from any Governmental Body or any other Person regarding any actual, alleged, possible, alleged or potential Threatened violation of, or failure to comply with, any term or requirement of any Order to which the Company or is a Subsidiaryparty, or to which any of the assets owned or used by Company or a Subsidiarythe Company, is or has been subject.