There are no lawsuits, administrative proceedings, governmental investigation or arbitration pending or, to the knowledge of Seller threatened against or relating to Seller or the Assets or the transactions contemplated by this Agreement that would individually or in the aggregate, materially affect the Assets or the business, financial condition, or prospects of Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.