As of the date of this Agreement, there are no: (a) outstanding Judgments against Buyer or any of its Subsidiaries; (b) Proceedings pending or, to Buyer’s knowledge, threatened in writing against Buyer or any of its Subsidiaries; or (c) investigations by any Governmental Body that are, to Buyer’s knowledge, pending or threatened against Buyer or any of its Subsidiaries that, in any case, individually or in the aggregate, have had or would reasonably be expected to have a Buyer Material Adverse Effect.