There are no Proceedings pending or, to the Knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries, or against any present or former officer or director of Parent or any of its Subsidiaries in such individual’s capacity as such, except for those that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. There are no obligations or liabilities of Parent or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of Parent as of March 31, 2017 and the notes thereto set forth in Parent’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2017 (the “ Parent Balance Sheet ”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since March 31, 2017; (iii) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries is a party to or subject to the provisions of any Order, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 6.6) or that would prevent, materially delay or materially impair the ability of Parent to consummate the Merger.