As of the Effective Date, there is no action, suit, claim, proceeding, arbitration, governmental inquiry, or investigation pending against Seller, the Company or Building Owner, or, to Seller's knowledge, threatened against Seller, the Company, or Building Owner, at law or in equity, before or by any Governmental Entity, which, if adversely determined, would question the legality, validity, or enforceability of, or prevent the consummation of, the transactions contemplated by this Agreement, or materially and adversely affect Seller's ability to sell the Seller's Membership Interest or that otherwise relates to the Seller's Membership Interest or otherwise perform its obligations hereunder or in connection herewith.