Except for the Paragon Cases, (i) there is no Litigation pending or, to Paragon’s Knowledge, threatened against Paragon or any of its Affiliates that, individually or in the aggregate, would materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby and (ii) neither Paragon nor any of its Affiliates is subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity of competent jurisdiction or any arbitrator or arbitrators that, individually or in the aggregate, would materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.