There is no pending or, to the knowledge of the Company, threatened material claim, action, suit, investigation or proceeding, against the Company or any Subsidiary or to which any of their assets are subject, nor is the Company or any Subsidiary subject to any order, judgment or decree. There is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report or relating to any examinations or inspections of the Company or any Subsidiaries.