Except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions, there is no (a) pending or, to the Knowledge of Purchaser, threatened Action against any Designated Purchaser, or (b) outstanding Judgment imposed upon any Designated Purchaser.