Proceedings; Orders. (i) No Action or Proceeding shall be pending or threatened before any Governmental or Regulatory Authority in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the transactions contemplated by the Transaction Documents; and # no investigation that could result in any such Action or Proceeding shall be pending or threatened; and # no such injunction, judgment, order or decree has been entered and not subsequently dismissed or discharged with prejudice.

Proceedings; Orders. (i) No Actionno action, suit, or Proceedingproceeding shall be pending or threatened before any Governmentalcourt or Regulatory Authority in which it is sought to restrainquasi-judicial or prohibitadministrative agency of any federal, state, local, or to obtain damagesnon-U.S. jurisdiction or other relief (including rescission) in connection withbefore any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would # prevent consummation of any of the transactions contemplated by this Agreement; or # cause any of the Transaction Documents; and # no investigation that could result in any such Action or Proceeding shalltransactions contemplated by this Agreement to be pending or threatened; and #rescinded following consummation (and no such injunction, judgment, orderorder, decree, ruling, or decree has been entered and not subsequently dismissed or discharged with prejudice.charge shall be in effect);