No action against Seller or any Acquired Entity, in which any Person seeks to prohibit or prevent the consummation of the transactions contemplated by this Agreement is pending or, to Seller’s Knowledge, threatened before any Governmental Authority. Section 2.17 of the Seller Disclosure Schedule sets forth a correct and complete list of all actions pending as of the date of this Agreement or commenced within the past three (3) years against or threatened in writing against any Acquired Entity or Seller with respect to the Business. Except as set forth in Section 2.17 of the Seller Disclosure Schedule, no Acquired Entity or Seller with respect to the Business is subject to any Order adversely affecting the ownership, operation or use of its properties or assets or the Business.