Except as set forth on Schedule 6.1(d), there is no action, suit, claim, investigation, arbitration, mediation or proceeding (collectively, as applicable, “ Proceeding ”) pending or, to such Party’s actual knowledge, threatened, which questions the validity or propriety of this Agreement or any action taken or to be taken by such Party in connection with this Agreement, or which would reasonably be expected to result in a Material Adverse Change with respect to such Party.