There are no Proceedings pending or outstanding or, to the Knowledge of Seller, threatened, in law or in equity or before any Governmental Entity by or against either Company or any Person that either Company has agreed to defend or indemnify in respect thereof or by which any of their rights, assets or properties are bound. There are no pending or outstanding or, to the Knowledge of Seller, threatened, Orders, stipulations or charges to which either Company is a party or by which it or its rights, assets or properties are bound.