There are no actions, suits, proceedings or, to the Company's Knowledge, any investigations, pending or currently threatened against the Company that questions the validity of this Agreement or the issuance of the Shares contemplated hereby. As of the Closing, there is no other action, suit, or proceeding pending or, to the Company's Knowledge, currently threatened against the Company, except as disclosed in the SEC Documents and except as would not have a Material Adverse Effect. As of the Closing, there are no material outstanding consents, orders, decrees or judgments of any Governmental Entity naming the Company, except as disclosed in the SEC Documents and except as would not have a Material Adverse Effect.