There is no action, claim, dispute, arbitration, audit, hearing, inquiry, investigation, administrative enforcement proceeding, litigation or suit (whether civil, criminal, administrative or investigative) (“ Litigation ”) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental or arbitration tribunal pending or, to the knowledge of Seller, threatened against Seller, and there is no judgment, decree or order against Seller, in each case, that would be reasonably likely to adversely affect Seller’s ability to perform its obligations under this Agreement or prohibit or make void the Transfer.