There is no action, suit, proceeding or claim (any of the foregoing, an “ Action ”) affecting Seller or the Property or any portion thereof (including, without limitation, any plan or effort by any governmental authority or agency which in any way affects or would affect the present use or zoning of the Subject Premises), including, without limitation, any Action affecting Seller and relating to the ownership, construction, operation, use or occupancy of the Property for its intended purpose, which is pending or being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau or agency or other governmental entity, or to the knowledge of Seller, has any such Action been threatened or asserted, other than claims (1) for personal injury, property damage or worker’s compensation, for which the insurance carrier has not disclaimed liability and in which the amounts claimed do not exceed the applicable insurance policy limits, or (2) in respect of landlord-tenant proceedings, for non-payment of rent.