(a) Except as has not been and would not reasonably be expected to be material to the Foxtail Business, neither Seller nor any of its Subsidiaries is currently, and neither has been since January 1, 2011, in default under or in breach or violation of any applicable Laws or the provisions of any permit, license or approval issued by any Governmental Authority with respect to the Foxtail Business. None of the Governmental Approvals required for the continued conduct of the Foxtail Business as such business is currently being conducted will lapse, terminate, expire or otherwise be impaired as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby or by the Ancillary Agreements, except as has not been and would not reasonably be expected to be material to the Foxtail Business.