There is no pending or, to the knowledge of any Loan Party, threatened action, suit or proceeding affecting any Loan Party or any of its properties before any court or other Governmental Authority or any arbitrator that (i) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (ii) relates to this Agreement, any other Loan Document or any Vegas.com Acquisition Document or any transaction contemplated hereby or thereby. There are no proceedings pending or, to the knowledge of any Loan Party, threatened by or against any domain name registrar that would have the effect of revoking or limiting or affecting the transfer or renewal of the registration of any Domain Assets with or by its domain name registrar.