Other than any Proceeding set forth on Schedule  4.12 of the Disclosure Schedule against, otherwise affecting or relating to such Rollover Holdco Member or Direct Rollover Member, there is no (i) Proceeding pending against, or, to the Knowledge of such Member, threatened against or affecting, such Member before (or, in the case of threatened Proceedings, would be before) or by any Governmental Authority or arbitrator, and (ii) Order relating to such Member, that in either case, individually or in the aggregate, is reasonably likely to impair or delay in any material respect such Member’s ability to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactions. Such Member has not, and none of its Affiliates have, made an assignment or transfer of any of the Released Claims.