definiens: means, with respect to an entity, any director, officer, employee or other representative of such entity ; any person for whose acts such entity may be vicariously liable ; and any other person that acts for or on behalf of, or provides services for or on behalf of, such entity, in each case, whilst acting in his capacity as such ; 17.1 Litigation 17.1.1 Neither the Company nor, so far as the Warrantors are aware, a person for whose acts or defaults the Company may be vicariously liable is involved, or has been involved, in a civil, criminal, arbitration, administrative or other proceeding . The Company has not received written notice that any civil, criminal, arbitration, administrative or other proceeding is pending or threatened by or against the C ompany or the assets or properties of the Company, or any of the directors, officers or employees of the Company ( in their capacities as such or relating to their employment, services or relationship with the Company ) or, so far as the Warrantors are aware, a person for whose acts or defaults the Company may be vicariously liable . So far as the Warrantors are aware, there is no reasonable basis for any action, suit, proceeding, claim, mediation, arbitration or investigation against the Company or the assets or properties of the Company, or any of the directors, officers or employees of the Company ( in their capacities as such or relating to their employment, services or relationship with the Company ) or a person for whose acts or defaults the Company may be vicariously liable