There are no material (a) outstanding Judgments against Parent or its Affiliates that would prevent, or otherwise materially adversely affect the ability of Parent or such Affiliates to consummate, the transactions contemplated hereby or by the Collateral Agreements; or (b) Proceedings pending or, to the knowledge of Parent, threatened against Parent or such Affiliates, that would prevent, or otherwise materially adversely affect the ability of Parent or such Affiliates to consummate, the transactions contemplated hereby or by the Collateral Agreements.