There are no (a) Proceedings pending, or, to Buyer’s knowledge, threatened in writing by any Person against Buyer or (b) Orders or unsatisfied judgments from any Governmental Authority binding upon Buyer, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material and adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder.