There are no claims, suits, actions, proceedings pending or, to Members Knowledge, threatened against DCG, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which could reasonably be expected, either singularly or in the aggregate with all such claims, actions or proceedings, to have a Material Adverse Effect on DCG or have a Material Adverse Effect on the ability of the parties hereto to consummate the Transaction.