Except as set forth on Section 5.17 of the Disclosure Schedule , there is no Proceeding pending or, to the Knowledge of Seller, threatened against, by, or otherwise directly involving the Company, the Operating Company, or any of their respective assets or properties or, to the Knowledge of Seller, job-sites (even if they are not named in such Proceeding) nor is there any Decree of any Governmental Authority outstanding against or directly involving the Company, the Operating Company, or any of their respective assets or properties.  Except as set forth on Section 5.17 of the Disclosure Schedule , in the past five (5) years, neither the Company nor the Operating Company has been party to any Proceeding by or before a Governmental Authority.