There are (i) no actions, suits, proceedings or governmental investigations whatsoever against the Company, at law or in equity or before any court, governmental department, commission, board, agency authority or instrumentality, domestic or foreign, which are pending or, to the knowledge of the management of the Company, threatened; (ii) the Company is not subject to any judgment, stipulation, order, decree or agreement arising from any such action, suit, proceeding or investigation, and (iii) no action, suit proceeding or government investigation is pending or, to the knowledge of the management of the Company, threatened which seeks to question, delay or prevent the consummation of the transactions contemplated hereby.