(a) There is no Proceeding pending or threatened, verbally or in writing, against Buyer before any Governmental Entity which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or the Transactions, and (b) Buyer is not subject to any outstanding Order, writ, injunction or decree that, if not complied with, in either case, would have a material adverse effect on Buyer’s contemplated ownership of the Purchased Units, or otherwise prevent or delay the Closing.