Except as set forth in the Company SEC Documents, there are as of the date of this Agreement no legal or governmental proceedings pending to which any of the CRZO Entities is a party or to which any Property or asset of any such entity is subject, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which challenges the validity of any of the Transaction Documents or the Statement of Resolutions or the right of the Company to enter into any of the Transaction Documents or the Statement of Resolutions or to consummate the transactions contemplated hereby and thereby.