There is no court, administrative, regulatory or similar proceeding (whether civil or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Authority (collectively, “ Proceedings ”) against the Company or any of the Company Entities that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of the Company Entities is subject to any outstanding judgment, order, writ, injunction or decree of any Governmental Authority that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.