There are no material private or governmental (whether federal, state, local or foreign) claims, complaints, actions, suits, proceedings, arbitrations or investigations pending or, to the Seller’s knowledge, threatened or verdicts or judgments entered (i) against the Seller, the Project Assets, or, to the Seller’s knowledge, against any key employee, independent contractor, consultant, officer or director of the Seller, Miranda or Gold Torrent with respect to the Project, or (ii) that questions the validity of this Agreement or the Documents or the right of the Seller to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby before any court, governmental agency or tribunal, domestic or foreign. None of the Seller, Miranda or Gold Torrent are subject to any order, writ, judgment, injunction, decree, determination or award of any court or of any governmental agency or instrumentality (whether federal, state, local or foreign) with respect to, or in any way relating to, the Project.