No claim, litigation, investigation or proceeding is pending or, to the knowledge of Buyer, threatened against Buyer as would reasonably be expected to (a) have a Material Adverse Effect on Buyer, (b) to materially adversely affect the validity or enforceability of this Agreement or and each other agreement and document delivered by Buyer in connection herewith, or (c) result in the issuance of an court order restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Agreement. There are no court orders outstanding against Buyer that would be reasonably expected to have a material adverse effect on Buyer or materially adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.