Except for normal restaurant or nightclub inspections conducted by a Governmental Authority in the Ordinary Course and the Proceedings set forth on Schedule  4.12 of the Disclosure Schedule, there is not, and since December 31, 2013 there has not been, any Proceeding pending against, or, to the Knowledge of the Acquired Entities, threatened against or affecting, such Acquired Entity or any of its Subsidiaries before (or, in the case of threatened Proceedings, would be before) or by any Governmental Authority or arbitrator that would reasonably be expected to be, individually or in the aggregate, Material. Except for normal restaurant or nightclub inspections conducted by a Governmental Authority in the Ordinary Course and the Proceedings set forth on Schedule  4.12 of the Disclosure Schedule, no Acquired Entity and none of its Subsidiaries has received since December 31, 2013 any notice, Order, complaint or other written communication from any Governmental Authority that it is not in compliance with any Applicable Law, or that it is subject to any obligation to undertake, or to bear all or any portion of the cost of, any corrective or response action that would reasonably be expected to be, individually or in the aggregate, Material. Neither any Acquired Entity nor any Subsidiary of an Acquired Entity is, or since December 31, 2013 has been, operating under or subject to any Order that would reasonably be expected to be, individually or in the aggregate, Material.