As of the Effective Date, there are no Legal Proceedings pending or, to the knowledge of NII Telecom or Parent, threatened against NII Telecom or Parent, or to which NII Telecom or Parent is otherwise a party before any Governmental Authority, which, if adversely determined, would reasonably be expected to result, individually or in the aggregate, in a NII Material Adverse Effect. Neither NII Telecom nor Parent is not subject to any Order of any Governmental Authority except to the extent the same would not reasonably be expected to result, individually or in the aggregate, in a NII Material Adverse Effect.