Except as set forth in Section 3.10 of the Company Disclosure Schedule, as of the date hereof there is no litigation, suit, claim, action, proceeding, arbitration or investigation (an “ Action ”) pending or, to the Knowledge of the Company, threatened against the Company or any of the Transferred Subsidiaries, or any property or asset of the Company or any of the Transferred Subsidiaries. There is no Governmental Order binding on the Company or the Transferred Subsidiaries that would reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Company to perform any material obligation under this Agreement or to consummate the Merger without material delay or impairment.