With respect to the Business or the Purchased Assets, except as set forth on Schedule 4.4.4 , (a) no claim, litigation, investigation or proceeding is pending or, to Seller’s Knowledge, threatened against Seller, or has been concluded in the past three (3) years; and (b) to Seller’s Knowledge there is no state of facts or events which could reasonably be expected to form the basis for such a claim, litigation, investigation or proceeding. No arbitration award, judgment, order, decree or similar restriction is outstanding against or relating to Seller with respect to the Business or any of the Purchased Assets.