Except as set forth on the Information Certificate, (a) there is no investigation by any Governmental Authority pending, or to the best of such Loan Party’s knowledge threatened, against or affecting such Loan Party, its assets or business and (b) there is no action, suit, proceeding or claim by any Person pending, or to the best of such Loan Party’s knowledge threatened, against such Loan Party or its assets or goodwill, or against or affecting any transactions contemplated by this Agreement, in each case, which if adversely determined against such Loan Party has or could reasonably be expected to have a Material Adverse Effect.