There is no Action pending or threatened against the Seller or any of its officers or directors in each case that (a) relates to the Seller, its assets or its business, including without limitation, the Shares, or (b) as of the date hereof, seeks, or could reasonably be expected, to prohibit or restrain the ability of the Seller to enter into this Agreement or to timely consummate any of the transactions contemplated hereby, and there is no reasonable basis for any such Action.  There are no judgments, decrees, agreements, memoranda of understanding or orders of any Governmental Authority outstanding against the Seller.