Litigation. There is no Action pending or, to the Knowledge of the Buyer Parties, threatened, nor any Order of any Governmental Authority is outstanding, against or involving Parent, Buyer, or any of their respective officers, directors, stockholders, properties, assets or businesses, whether at law or in equity, before or by any Governmental Authority, which would reasonably be expected to have a Buyer Party Material Adverse Effect.

Litigation. There is neither pending nor, to the Buyer’s knowledge, threatened any legal or governmental action, suit, investigation, proceeding or claim, to which the Buyer is or may be named as a party by or before any court, governmental or regulatory authority or by any third party that is reasonably likely to have an “Buyer Material Adverse Effect”. The Buyer is not a party or subject to the provisions of any material injunction, judgment, decree, or order of any court, regulatory body, administrative agency or other governmental body. For purposes of this Agreement, “Buyer’s knowledge” or “known to Buyer” means knowledge of any of the officers, directors or senior management of the Buyer.

Section # Litigation. No action, suit, proceeding or investigation before any Governmental Authority is pending, or, to the knowledge of Buyer, threatened, against Buyer that, individually or in the aggregate, would reasonably be expected to result in a Buyer Material Adverse Effect.

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.