(a)     The Company and each of the Subsidiaries is in compliance with all laws and regulatory requirements to which it is subject, except for such non-compliance that (i) could not reasonably be expected to have a material adverse effect on the business, assets, operations, financial position or results of operations of the Company and the Subsidiaries, taken as a whole or (ii) occurs as a direct result of any proceedings or investigations directly with respect to the matters described under the Section “Legal Proceedings” under Note 6 to the Company’s unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q filed with the SEC for the period ended March 31, 2016 .