Except as disclosed in writing to Buyer, there is no action, suit, proceeding, investigation, or arbitration pending or, to the best knowledge of such Seller, threatened against such Seller or any of its assets, which is reasonably likely to have a Material Adverse Effect.  Such Seller is in compliance in all material respects with all Requirements of Law.  Such Seller is not in default in any material respect with respect to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or Governmental Authority.