Proceedings. There is no Proceeding pending or, to the Knowledge of the Seller, Threatened against Seller, which would affect the ability of Seller to consummate the sale of the Subject Securities or the other transactions contemplated by this Agreement or the Ancillary Agreements. Seller is not subject to any Order that relates to the Subject Securities or to the Business.

Proceedings. There is no Proceeding pending or, to the Knowledge of the Seller, Threatened against such Seller, which would affect the ability of such Seller to consummate the sale of the Subject Securities owned by such Seller or the other transactions contemplated by this Agreement or the Ancillary Agreements. Such Seller is not subject to any Order that relates to the Subject Securities owned by such Seller or to the Business. Such Seller has no cause of action or other claim whatsoever against or owes any amount to or is owed any amount by the Company in excess of One Hundred Thousand Dollars ($100,000), other than salaries, expense reimbursement and benefits in respect of employment or services provided in the Ordinary Course of Business of the Company and except for such Seller’s rights under this Agreement.

Proceedings.. There is no Proceeding pending or, to the Knowledgeknowledge of the Seller,Buyer, Threatened against Seller,the Buyer which would affect the ability of Sellerthe Buyer to consummate the salepurchase of the Subject Securities or the other transactions contemplated by this Agreement or the Ancillary Agreements. Seller is not subject to any Order that relates to the Subject Securities or to the Business.

Proceedings.. There is no Proceeding pending or, to the Knowledgeknowledge of the Seller, ThreatenedBuyer, threatened against Seller,the Buyer which would affect the ability of Sellerthe Buyer to consummate the salepurchase of the Subject Securities or the other transactions contemplated by this Agreement or the Ancillary Agreements. Seller is not subject to any Order that relates to the Subject Securities or to the Business.

Proceedings.. There is no Proceeding pending or, to the Knowledge of the Seller, ThreatenedBuyer, threatened, against Seller,the Buyer which would affectimpair the ability of Sellerthe Buyer to consummate the salepurchase of the Subject Securities or the other transactions contemplated by this Agreement or the Ancillary Agreements. Seller is not subject to any Order that relates to the Subject Securities or to the Business.

Proceedings.Proceedings; Orders. There isare no ProceedingProceedings pending or, to the Knowledge of the Seller, Threatenedthreatened, # against Seller, which would affect the ability of Seller to consummate the sale of the Subject SecuritiesBusiness or the otherSeller and any Seller Affiliate with respect to the Business or # that seeks to prevent, hinder, modify or delay the transactions contemplated by this Agreement or the Ancillary Agreements. Seller is not subject to any Order that relates to the Subject Securities or to the Business.hereby. No

Proceedings. There is no Proceeding pending or, to the Knowledge of the Seller, ThreatenedSellers, threatened in writing against Seller,the Sellers which would affectimpair the ability of Sellerthe Sellers to consummate the sale of the SubjectJO Securities, the Minority Janesville Mexico Securities or the Servicios Securities or the other transactions contemplated by this Agreement or the Ancillary Agreements. SellerAgreements to which any of the Sellers is a party. The Sellers are not subject to any Order that is material and relates to the Subject Securities or to the Business.Securities.