There is no action, suit, notice of violation, proceeding or investigation pending or, to the knowledge of HRD, threatened against or affecting HRD or any of its properties before or by any court, governmental or administrative agency, or regulatory authority (U.S. federal, state, county, local or foreign) (i) that adversely affects or challenges the legality, validity or enforceability of the Transaction Agreements or the HRD Shares or (ii) that could, individually or in the aggregate, reasonably be expected to have or result in a HRD Material Adverse Effect.