definiens: ( as defined in the LipoSonix Agreement ), there have been no ( a ) Claims pending on behalf of or against or, to the Knowledge of Seller, Claims threatened on behalf of or against the Company ( or Seller or its Affiliates with respect tothe Company ) or its properties, rights or assets ( including cease and desist letters or requests for a license ), ( b ) Orderoutstanding to which the Company or its properties, rights or assets is subject, ( c ) Claim which questions or challenges ( i ) thevalidity of this Agreement or ( ii ) any action taken or to be taken by the Company pursuant to this Agreement or in connectionwith the Contemplated Transactions . No director, officer, employee, consultant or agent of the Company has asserted a Claimor demand for payment or has a basis for a Claim or demand for payment against the Company in respect of the period priorto and including the Closing ( other than accrued and unpaid compensation earned in the ordinary course of business )