There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving IDGS. There is no action, suit or proceeding pending or threatened, or any investigation or proceeding, at law or in equity, before any arbitrator, court or other governmental authority, pending or threatened, nor any judgment, decree, injunction, award or order outstanding, against or in any manner involving IDGS or its respective properties or rights which (a) could reasonably be expected to have a Material Adverse Effect on IDGS, or (b) could reasonably be expected to have a Material Adverse Effect on the consummation of any of the transactions contemplated by this Agreement. There is no fact, event or circumstances that may give rise to any suit, action, claim, investigation or proceeding.