There is no Proceeding or Claim pending or, to the knowledge of Seller or Members, threatened against, or relating to the Business, the Acquired Assets, the Real Property, the employees of the Business or the transactions contemplated by the Transaction Documents nor is there any basis for any such Proceeding or Claim. Seller is not a party to nor is it subject to the provisions of any Order nor is there any basis for any such Order. There are no Liabilities of Seller or the Business with respect to any Claim for the breach of any express or implied product warranty or any other similar Claim with respect to any product manufactured, distributed or sold by Seller, other than standard warranty obligations to replace, repair or refund made by Seller in the ordinary course of business to purchasers of products. In the past five (5) years, Seller has not been subject to any Proceeding, Claim or Order nor has Seller settled any Claim prior to being sued or prosecuted.