(a) Except (x) (i) as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) as is not seeking damages in excess of $250,000 or injunctive relief and (iii) as would not reasonably be expected to prevent Sinclair, Tribune or any of their respective Affiliates from performing their obligations under this Agreement or otherwise impede, prevent or materially delay the transactions contemplated by this Agreement, or (y) as set forth on Section 3.14 of the Disclosure Schedules, there is no Proceeding pending or, to the Knowledge of the Selling Parties, threatened against Sinclair, Tribune or their respective Affiliates relating to the Business and (b) there is no Order against Sinclair, Tribune or their respective Affiliates relating to the Business.