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(c) Company and Company Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes.

(d) Except as specifically set forth in this Section 3.9, Seller and Company make no other representations or warranties in this Agreement with respect to Taxes or the other matters set forth in this Section 3.9.

Section 3.10 Litigation .

(a) Section 3.10 of the Disclosure Schedules identifies all pending and, to the Knowledge of Seller, threatened Litigation to which Company or any Company Subsidiary is a party or, to which the assets of Company or any Company Subsidiary are, or will be, subject or bound. There is no Litigation involving Seller, Company or any Company Subsidiary which, if adversely determined could reasonably be expected to have a Material Adverse Effect on Company or on Seller’s ability to consummate the transactions contemplated by this Agreement. There is no Litigation pending or, to the Knowledge of Seller, threatened, against or affecting Seller, Company or any Company Subsidiary or any of their respective assets that has had or could reasonably be expected to have a Material Adverse Effect on Company or on Seller’s ability to consummate the transactions contemplated by this Agreement. For purposes of this Section 3.10(a), “Knowledge of Seller” shall mean the actual knowledge of those persons set forth on Section 3.10(a) of the Disclosure Schedules.

(b) There is not any material Order of any Governmental Entity or arbitrator outstanding against, or, to the Knowledge of Seller, investigation by, any Governmental Entity involving Seller, Company or any Company Subsidiary or any of their respective assets.

(c) This Section 3.10 does not relate to Tax matters, employee benefits matters, labor relations matters, or environmental matters which are the subjects of Sections 3.9, 3.12, 3.13 and 3.14, respectively.

Section 3.11 Contracts and Commitments .

(a) Section 3.11(a) of the Disclosure Schedules sets forth a true and complete list as of the date hereof of each Company Material Contract, other than Easements. Seller has previously delivered or made available true and complete copies of each Company Material Contract.

(b) Except as could not reasonably be expected to have a Material Adverse Effect, the Company Material Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to Company and, to the Knowledge of Seller, with respect to each other party to any of such Company Material Contracts, except, in each case, to the extent that enforcement of rights and remedies created by any Company Material Contracts are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application related to or affecting creditors’ rights and to general equity principles. Except as has not had or could not reasonably be expected to have a Material Adverse Effect on Company, (i) there are no existing defaults, violations or breaches by Company or any Company Subsidiary (or events or conditions which, with notice or lapse of time or both would constitute such a default, violation or breach) of any notes, bonds,

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