Except in the matters pending in the Chapter 11 Cases and in connection with the approvals sought from the Public Utility Commission of Texas, there are no Proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser (a) that question the validity of this Agreement or any action taken or to be taken by the Purchaser in connection with, or that seek to enjoin or obtain monetary damages in respect of, this Agreement or the consummation by the Purchaser of the transactions contemplated hereby or (b) that would reasonably he expected to prevent, restrict or impair or otherwise adversely affect the ability of the Purchaser to perform its obligations under and consummate the transactions contemplated by this Agreement.