No Litigation. Other than disclosed at Section 3.(k) herein, there is no action, suit, proceeding at law or in equity, arbitration or administrative or other proceeding by or before any court or any other governmental authority pending or, to the knowledge of Seller, threatened against Seller, the Shares or Seller’s other properties or assets that could reasonably be anticipated to have any effect on the transactions contemplated by this Agreement, and Seller has no knowledge or any facts or circumstances that could reasonably be anticipated to give rise to any such proceeding.

Section # Litigation. There is no Action pending or threatened against the Seller or any of its officers or directors in each case that # relates to the Seller, its assets or its business, including without limitation, the Shares, or # as of the date hereof, seeks, or could reasonably be expected, to prohibit or restrain the ability of the Seller to enter into this Agreement or to timely consummate any of the transactions contemplated hereby, and there is no reasonable basis for any such Action. There are no judgments, decrees, agreements, memoranda of understanding or orders of any Governmental Authority outstanding against the Seller.

Absence of Litigation. As of the date hereof, there is no Proceeding pending against, or, to the knowledge of the Shareholder, threatened in writing against such Shareholder or any of such Shareholder’s properties or assets (including the Subject Shares), nor, to the knowledge of such Shareholder, is there any investigation of a Governmental Authority pending or threatened in writing with respect to the Shareholder, and the Shareholder is not subject to any outstanding order, writ, injunction or decree, that, in each case, would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation by the Shareholder of the transactions contemplated by this Agreement or otherwise adversely impact the Shareholder’s ability to perform its obligations hereunder in any material respect.

No Litigation. There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Sellers, threatened against the Sellers which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby.

Litigation. There are no actions, suits, or other proceedings at law or in equity or before or by any court or governmental authority or any board of arbitration or similar entity pending or, to Seller’s Knowledge, threatened against Seller involving any of the Purchased Assets.

Section # Litigation. There is no Action pending or, to the knowledge of the Company and Seller, threatened against the Company that relates to the Company, its assets or its business, and to the knowledge of the Company and Seller, there is no reasonable basis for any such Action. There are no judgments, decrees, agreements, memoranda of understanding or orders of any Governmental Authority outstanding against the Company.

Litigation. There are no suits, actions, claims, investigations, inquiries or proceedings now pending or to Buyer’s Knowledge threatened against Buyer or any affiliate or Buyer or any of their respective assets. There is no action, suit, proceeding or investigation pending or, to Buyer’s Knowledge, currently threatened, against the Buyer that questions the validity of this Agreement or the right of Buyer to enter into this Agreement, or to consummate the transactions contemplated hereby.