There is no Claim or action or proceeding (before or by any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other Governmental Authority) pending or, to the best knowledge of the Purchaser and ABI, threatened against or affecting the Purchaser or ABI, the outcome of which would in any manner impair the ability of the Purchaser and/or ABI to perform their obligations under this Agreement and the other Transaction Agreements.