There is no Action pending or threatened in writing against any Seller (i) that has had or would have a material adverse effect on the ability of such Seller to perform its obligations under this Agreement and the other Transaction Documents to which it is a party, (ii) which seeks rescission of or seeks to enjoin the consummation of this Agreement, any Transaction Document to which it is a party or any of the Transactions, or (iii) relates to the Company or any Company Subsidiary.