As of the date hereof and as of the Purchase Date for any Transaction, there is no action, suit, proceeding, investigation, or arbitration pending or, to the best knowledge of Seller, threatened against Seller or Guarantor that (i) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated thereby, (ii) makes claims in an aggregate amount greater than the Litigation Threshold or (iii) which, if determined adversely against such Seller Party, would individually or in the aggregate be reasonably likely to have a Material Adverse Effect.