Except as set forth in Section 2.05 of the Seller Disclosure Letter, (a) there is no, and since January 1, 2013 there has not been any, Action pending against Seller or any of its Subsidiaries, or, to the Knowledge of Seller, threatened against Seller or any of its Subsidiaries relating to or affecting the Foxtail Business, the Acquired Assets or the Assumed Liabilities, that have been or would reasonably be expected to be, individually or in the aggregate, material to the Foxtail Business, and (b) as of the date of this Agreement, neither Seller nor any of its Subsidiaries is subject to any Order affecting the Foxtail Business, the Acquired Assets or the Assumed Liabilities, that would reasonably be expected to affect, in any material respect, individually or in the aggregate, the Foxtail Business.