There is no pending or, to the best knowledge of Seller, threatened action or proceeding (or basis for any action or proceeding), to which Seller is a party or involving any of the Assets or which could materially affect Seller’s ability to execute and deliver this Agreement or to perform each of its obligations contemplated hereby. Seller is not subject to any judgment, order, writ, injunction, decree or regulatory directive or agreement preventing them from executing, delivering and performing its obligations under this Agreement and the other agreements, documents and instruments contemplated hereby.