As of the date of this Agreement, there is no litigation, action, suit, investigation or governmental proceeding pending or, to the knowledge of the Company, threatened, against the Company or its Subsidiaries or affecting any of the properties or assets of the Company or its Subsidiaries that would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Neither the Company nor its Subsidiaries is in default with respect to any order, writ, injunction, decree, ruling or decision of any Governmental Entity that is expressly applicable to the Company or its Subsidiaries or any of the properties or assets of the Company and its Subsidiaries, except in each case as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.