Except as set forth on Company Disclosure Schedule 3.6(a) , there is no action, suit, judicial or administrative proceeding, grievance or arbitration pending or, to the Company’s Knowledge, threatened against (i) the Company or any of its Subsidiaries, (ii) any material property or material asset of the Company, (iii) any officer or director of the Company arising out of the fact that such Person is an officer or director of the Company or (iv) the transactions contemplated by this Agreement.  There are no outstanding orders, writs, injunctions or decrees or, to the Company’s Knowledge, reviews or investigations relating to the Company or any of its Subsidiaries pending or, to the Company’s Knowledge, threatened by or before any arbitrator or any Governmental Authority.  There is no action, suit, judicial or administrative proceeding, grievance or arbitration that the Company or any of its Subsidiaries intends to initiate, commence or file.  Company Disclosure Schedule 3.6(b) also sets forth a complete and correct list and description of all material actions, suits, judicial or administrative proceeding, grievance or arbitration filing made, filed or otherwise initiated in connection with the Company that have been resolved since January 1, 2012, and the resolution thereof.