Except as set forth in Section 2.11 of the Disclosure Schedules, since December 31, 2014, (a) the Company and each Company Subsidiary and, to the Knowledge of the Company, with respect thereto each director, officer, employee and representative of the Company and the Company Subsidiaries, in their capacities as such, have been, and have conducted their business, in compliance in all material respects with all Applicable Laws and Good Utility Practice and (b)(i) neither the Company nor any Company Subsidiary has received any written notice of any alleged material violation of Applicable Law from any Person (other than violations which have been withdrawn, resolved or otherwise remedied), and (ii) there are no material pending, or to the Knowledge of the Company, threatened, hearings, investigations or other Proceedings with respect to any such violation. The foregoing representations and warranties set forth in this Section 2.11 shall not apply to matters related to Taxes (which are dealt with exclusively in Section 2.17 ).