There is no litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of such US Equityholder, threatened in writing against such US Equityholder, nor is such US Equityholder subject to any outstanding order, writ, judgment, injunction or decree that, in any case, would (a) prevent, hinder or materially delay the consummation of the Purchase of such US Equityholder’s Common Shares or (b) otherwise prevent, hinder or materially delay performance by such Equityholder of any of its, his or her obligations under this Agreement or any Related Agreement to which such US Equityholder is a party.