Each of the Company and its Subsidiaries holds and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, exemptions, approvals, clearances and orders of any Governmental Authority or self-regulatory body required for the conduct of its business (collectively, “ Permits ” ), except where the failure to have such P ermits would not, singly or in the aggregate, result in a Material Adverse Effect, and all such Permits are valid and in full force and effect; and neither the Company nor its S ubsidiaries have received notice of any revocation or modification of any such Permit or has reason to believe that any such Permit will not be renewed in the ordinary course; and the Company and its S ubsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees.