As of the date hereof, (i) there is no claim, legal action, suit, arbitration, investigation or other proceeding pending, or to such Seller’s knowledge threatened, against such Seller (1) relating to the ownership of the Purchased Securities or (2) that would restrict or prohibit the purchase and sale of the Purchased Securities to Purchaser; (ii) such Seller is not subject to any outstanding judgment, order, writ, injunction or decree of any Governmental Authority that would restrict or prohibit the purchase and sale of the Purchased Securities to Purchaser; and (iii) to such Seller’s knowledge, there is currently no investigation or review by any Governmental Authority with respect to such Seller that would restrict or prohibit the purchase and sale of the Purchased Securities to Purchaser.