iTalk Inc. (fka TALK)

[lloydm]

Agreement in Merger States.



5.23 Litigation. UMS is not subject to any Order affecting the Business or UMS’s right to carry on the Business as conducted on the date of this Agreement. To UMS’s Knowledge, there are no proceedings pending before or threatened by any Governmental Entity or arbitration board materially and adversely affecting the Business or UMS’s right to carry on the Business as conducted on the date of this Agreement. To UMS’s Knowledge, no claim which has not ripened into litigation has been made or threatened against UMS Stockholders, UMS that would materially and adversely affect the Business or UMS’s right to carry on the Business as conducted on the date of this Agreement. To UMS’s Knowledge, no circumstances exist which would give rise to the kind of claim described in the foregoing sentence of this Section 6.18.

http://www.sec.gov/Archives/edgar/data/1373444/000149315215004533/ex10-1.htm