Each of the Company and the Company Subsidiaries has complied in all material respects with, and is not in violation in any material respect of, any and all Legal Requirements.  Within the past three (3) years, neither the Company nor any Company Subsidiary has received any written notices of suspected, potential or actual violation in any material respect with respect to any Legal Requirement.   Section 2.9(a) of the Disclosure Schedule sets forth each Permit (a) pursuant to which the Company and each Company Subsidiary currently operates or holds any interest in any of its properties or (b) which is required for the operation of the businesses of the Company and the Company Subsidiaries as currently conducted or the holding of any such interest (collectively, “ Company Authorizations ”) in each case that is material to the Company or any Company Subsidiary.  All of the Company Authorizations set forth on Section 2.9(a) of the Disclosure Schedule are in full force and effect and constitute all Company Authorizations required to permit the Company and each Company Subsidiary to operate or conduct its business or hold any interest in its properties or assets.