Schedule 4(r) sets forth each instance in which (i) Target, a Subsidiary, or any of its assets, rights or properties is subject to any outstanding Governmental Order, or any unsatisfied judgment, penalty, charge or award, and (ii) Target, a Subsidiary, or any of their respective Representatives in their capacities as such, is, or within the last three (3) years is or has been a party to any claim, action, arbitration, investigation, suit, grievance, unfair labor practice charge, administrative charge, proceeding, complaint, demand or hearing, of, in, or before any Governmental Entity or with any third party (“ Action ”). Except as set forth on Schedule 4(r) , to the Knowledge of Target, no Action is threatened (including cease and desist letters or invitations to take a patent license) against Target, a Subsidiary, or any of their respective Representatives in their capacities as such, or which would reasonably be expected to affect the assets, rights or properties of Target or any Subsidiary.