There is no Proceeding pending or, to the Knowledge of such Seller, threatened in writing against such Seller, that:  (a) could affect the enforceability of this Agreement or any other Seller Document to which such Seller will be a party or any action taken or to be taken by such Seller in connection herewith or therewith; (b) seeks to enjoin the consummation of the transactions contemplated hereby and thereby; or (c) would reasonably be expected to have, individually or together with any other such Proceedings, a material adverse effect on the ability of such Seller to consummate the transactions contemplated hereby and thereby.