There is no claim, action, dispute, proceeding or investigation pending or, to the Knowledge of Seller, threatened against Seller which would affect the Assets before any federal or state court, Governmental or Regulatory Authority relating to the Acquired Assets or Business. Seller is not subject to any outstanding order, writ, injunction or decree that materially and adversely affects the Acquired Assets and the Seller has not received written notice of any action, proceeding, suit, investigation or inquiry pending or that would prevent or hinder the consummation of the transactions contemplated hereby.