Except as disclosed in Section 5.9 of the Disclosure Schedules, Seller is (a) in material compliance with all Applicable Laws related to the conduct of the Business in the Ordinary Course of Business or the ownership and use of the Purchased Assets, and (b) not in violation of or in default under any Order or Permit applicable to the Business or the Purchased Assets, and has not received any written notice that it is in such violation or default, in each case where such violation or default would reasonably to be expected to result in a Material Adverse Effect.