Compliance with Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, considered as one enterprise: # each member of the Company Group and their respective operations and facilities are in compliance with, and not subject to any known liabilities under applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company Group under applicable Environmental Laws, and compliance with the terms and conditions thereof; # no member of the Company Group has received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company Group is in violation of any Environmental Law; # there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company Group has received written notice, and no written notice by any person or entity alleging actual or potential liability on the part of the Company Group based on or pursuant to any Environmental Law pending or, to the best of the Company Group’s knowledge, threatened against the Company Group or any person or entity whose liability under or pursuant to any Environmental Law the Company Group has retained or assumed either contractually or by operation of law; # no member of the Company Group is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; # no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Company Group; and # to the Company Group’s knowledge, there are no past or present actions, activities, circumstances, conditions or occurrences, including, without limitation, the Release or threatened Release of any Material of Environmental Concern, that could reasonably be expected to result in a violation of or liability under any Environmental Law on the part of the Company Group, including without limitation, any such liability which the Company Group has retained or assumed either contractually or by operation of law.