As of the Effective Date, there is no Proceeding pending or, to the Knowledge of the Majority Member, threatened in writing, to which the Majority Member is a party, in any such case at law or in equity before any Governmental Authority or arbitral body against or affecting the Majority Member which, individually or in the aggregate, would have a Majority Member Material Adverse Effect. The Majority Member is not subject to any judgment, decree, injunction, rule or order of any Governmental Authority or any arbitrator that prohibits the consummation of the Transactions or would, individually or in the aggregate, have a Majority Member Material Adverse Effect.