To the knowledge of Parent, there is no claim, action, suit, inquiry, judicial or administrative proceeding, grievance or arbitration pending or threatened in writing against the Parent or any of its Subsidiaries by or before any arbitrator or Governmental Authority, nor to the knowledge of Parent are there any reviews or investigations relating to the Parent or any of its Subsidiaries pending or threatened in writing by or before any arbitrator or any Governmental Authority that, if resolved adversely to Parent or Merger Sub, would impair the ability of Parent and Merger Sub to consummate the transactions contemplated in this Agreement.