Except as set forth on Section 4.9 of the Seller Disclosure Schedule, there is no action, suit, proceeding, claim, arbitration or litigation (each, an “ Action ”), in each case Related to the Business, pending or, to the Seller’s Knowledge, threatened in writing against the Seller, which would reasonably be expected to have a Material Adverse Effect.  As of the date hereof, there is, and during the past one (1) year there has been, no Legal Proceeding pending or, to the Seller’s Knowledge, threatened, against the Seller or any of its assets at law, in equity or otherwise, in, before, or by, any Governmental Authority. There are no material judgments or outstanding orders, writs, investigations, injunctions, decrees, stipulations or awards against the Seller or any of its assets.