The following are made to Seller’s Knowledge. Except as described on Schedule 5.5: (a) there are no disputes, attorney demand letters, charges, grievances, arbitrations, mediations, lawsuits or other proceedings pending with an amount in controversy exceeding $50,000, in which the Seller is actually named as a party, or, to the Knowledge of the Seller, threatened against or affecting the Business or the Seller, or any of the properties or Assets thereof, before any court or arbitrator or by or before any governmental commission, bureau, agency or other regulatory authority; (b) there are no orders, injunctions or decrees of any court or arbitrator binding on the Seller with respect to the Business; and/or (c) no Product Claims. Hereinafter, any and all disputes, arbitrations, mediations, lawsuits, Product Claims or other proceedings pending in which the Seller is actually named as a party, or, to the Knowledge of the Seller, is threatened against or affecting the Business or the Seller, or any of the properties or Assets thereof, before any court or arbitrator or by or before any governmental commission, bureau or other regulatory authority, or which is arising from or related to acts, omissions, facts or circumstances occurring or failing to occur on or before the Closing Date, whether or not described in Schedule 5.5, may be collectively referred to as the “Seller’s Litigation.” The Seller is not in default under or in violation of any Legal Requirement of any court, arbitrator, governmental commission, bureau or other regulatory authority. All products, sold or distributed by the Seller were sold free from material defects in materials and workmanship, and there have been no Claims to the contrary. There are no judgments outstanding against the Seller. The Seller is not in default under or in violation of or with respect to any Legal Requirements, law, rule, regulation, order, writ, injunction or decree of any Governmental Authority, court, arbitrator, governmental commission, bureau or other regulatory authority. Compliance with Law and Instruments. The following are made to Seller’s Knowledge (a) The Seller and the Business are, as of the date of this Agreement and as of the Closing Date, and have at all times in the past been, in compliance with all Legal Requirements, laws, ordinances, regulations, statutes, rules, codes, licenses and orders of any Governmental Authority having jurisdiction over the Seller and/or the Business, including (without limitation) all applicable safety, environmental, equal opportunity, tax and/or labor law or regulations. No event has occurred or circumstances exist (with or without notice or lapse of time) which: (i) may constitute or result in a violation by the Seller of or failure on the part of the Seller to comply with, any Legal Requirements, or (ii) may give rise to any obligation on the part of the Seller to undertake, or bear all or any portion of the cost of, any remedial action of any nature. Neither the Seller nor the Seller Members have received, at any time since December 31, 2016 any notice or other communication (whether oral or written) from any Governmental Authority or Person regarding any actual, alleged, possible or potential violation of or failure to comply with any Legal Requirements or any actual, alleged, possible or potential obligation on the part of the Seller to undertake, bear all or any portion of the cost of any remedial action of any nature. Without limitation to the foregoing, Seller warrants that it has timely filed all necessary reports associated with abandoned property and has timely escheated the appropriate sums to the State entitled to receive the same.