There is no action, litigation, lawsuit, arbitration or other proceeding pending, or to the Knowledge of the Buyer, threatened against the Buyer or any of the Buyer's assets, before any court or arbitrator or by or before any governmental commission, bureau, agency or other regulatory authority which, if adversely determined, could, individually or in the aggregate, have a material adverse effect on the Buyer. The Buyer is not in default under or in violation of or with respect to any Legal Requirements, law, rule, regulation, order, writ, injunction or decree of any Governmental Authority, court, arbitrator, governmental commission, bureau or other regulatory authority.