There are no Legal Proceedings pending or, to the Knowledge of Purchaser, threatened against Purchaser, or, to the Knowledge of Purchaser, to which Purchaser otherwise is a party before any Governmental Body, which, if adversely determined, would reasonably be expected to have a material and adverse effect on the ability of Purchaser to perform its obligations under this Agreement or consummate the transactions contemplated hereby. Other than as set forth in Schedule 5.4 , Purchaser is not subject to any Order of any Governmental Body except to the extent the same would not reasonably be expected to have a material and adverse effect on the ability of Purchaser to perform its obligations under this Agreement or consummate the transactions contemplated hereby.