There is no material Proceeding or Order pending, outstanding or, to the Seller’s Knowledge, threatened against or related to the Acquired Assets, whether at law or in equity, whether civil or criminal in nature or by or before any arbitrator or Governmental Authority, nor, to the Seller’s Knowledge, are there any investigations relating to the Acquired Assets or, to the Seller’s Knowledge, threatened by or before any arbitrator or any Governmental Authority, which, if determined adversely to the Seller, would be material to the Acquired Assets, taken as a whole, or which would reasonably be expected to impair the Seller’s ability to consummate any of the transactions contemplated hereby or by any of the other Transaction Documents.

Except as set forth on [Schedule 4.2(d)(i)], there is no pending or, to Seller’s Knowledge, threatened claim, charge, complaint, demand, hearing, action, suit, arbitration, inquiry, proceeding or investigation # against Seller related to the Seller Business or that would reasonably be expected to adversely affect the Acquired Assets and/or Assumed liabilities or # by or before any Governmental Entity to which Seller is a party, which seeks to restrain, condition or prohibit the transactions contemplated herein. There are no judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court or Governmental Entity, or by arbitration) against Seller related to the Seller Business or that would reasonably be expected to adversely affect the Acquired Assets and/or Assumed Liabilities.