extent the failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Change. Seller and Equity Holder have the requisite power and authority to execute and deliver this Agreement and perform their respective obligations hereunder. This Agreement has been duly and validly authorized, executed, and delivered by Seller and Equity Holder and constitutes the legal, valid, and binding obligations of Seller and Equity Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, and other similar Laws affecting the enforceability of creditors rights generally, general equitable principles, and the discretion of courts in granting equitable remedies.
(b) Title. Except as set forth on Schedule 5(b), Seller is the sole owner of, and has good and merchantable title to all of the Assets and all the Assets are free and clear of security interests, liens and other encumbrances, except (as of the execution of this Agreement only) as set forth on Schedule 3(c).
(c) Licenses and Permits. Each Pharmacy possesses all permits, authorizations, certifications of governmental and non-governmental authorities, and licenses necessary for the operation of its Business in the Pharmacies and the same are in full force and effect, and neither a Pharmacy nor the Equity Holder have received written or, to Sellers knowledge, oral notice of, nor is there any pending or, to Sellers knowledge, any threatened proceeding relating to, the revision, cancellation or termination of any such permits, authorizations, certifications, or licenses.
(d) No Legal Actions. There are no (i) claims, actions, suits, labor disputes, arbitration, legal or administrative proceedings or investigations, including, without limitation, by the DEA, OIG, CMS, FDA, HRSA, applicable Board of Pharmacy or other governmental body, pending against Seller or the Equity Holder or, to Sellers knowledge, threatened against Seller or Equity Holder, or otherwise pending or, to Sellers knowledge, threatened with respect to (A) Sellers operations, the Business, the Pharmacies or the Assets or (B) any parent, subsidiary or other Affiliate of Seller, or any director, member, manager, officer or employee of Seller or any such Affiliate with respect to Sellers operations, the Business, the Pharmacies or the Assets, and, to Sellers knowledge, no such actions, disputes, proceedings or investigations are contemplated, or (ii) judgments, decrees, orders, writs, injunctions, rulings, decisions or awards of any court or governmental body or agency, including, without limitation, DEA, OIG, CMS, FDA, HRSA, or applicable Board of Pharmacy, to which Seller or the Equity Holder is a party or is subject or to which the Business, the Pharmacies or any of the Assets are subject, or is otherwise pending or, to Sellers knowledge, threatened against Seller or Equity Holder. Neither Seller nor the Equity Holder has received any written notice or, to Sellers knowledge, oral notice of complaints filed against Seller under HIPAA or applicable patient privacy and data protection Laws and, to Sellers knowledge, there has been no material violation of such Laws.
(e) Compliance with Laws. Sellers conduct of its Business is in compliance in all material respects with, any and all local, state, federal, and foreign laws, statutes, ordinances, regulations, rules, codes, judgments, decisions, decrees, and orders (Laws). Neither Seller nor Equity Holder have received any written or, to Sellers knowledge, oral notice or complaint to the effect that, or otherwise been advised in writing or, to Sellers knowledge, orally that, it is not in compliance in with or it is in violation of any such Law. Seller has timely filed all material reports, registrations and statements required to be filed by it with any governmental body, and has paid