Sellers, nor, to the Knowledge of Sellers, any counterparty thereto, is in default in any material respect under any Material Contract.
(a) Except as set forth on Schedule 4.6 and except for the Bankruptcy Cases, (i) there is no material Proceeding pending or threatened in writing or, to the Knowledge of Sellers, orally by any Person (A) with respect to Sellers that would affect the execution, delivery or consummation of this Agreement by Sellers, (B) against Sellers with respect to Sellers ownership or operation of the Assets, or (C) to which the Assets are otherwise subject, or (ii) there are no material Proceedings brought by Sellers or any of their Affiliates with respect to the Assets.
(b) Except as set forth on Schedule 4.6, there is no Order enjoining Sellers from engaging in or continuing any conduct or practice, or requiring Sellers to take any material action, in connection with the ownership, lease, possession, use or operation of the Assets, and none of Sellers nor any of their respective Affiliates is subject to any outstanding Order relating to the Assets, other than, in each case, Orders of general applicability.
4.7 Brokers Fees. None of Sellers nor any of their respective Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereby for which Buyer or its Affiliates will become liable or obligated.
4.8 Taxes. Except as set forth on Schedule 4.8:
(a) all Tax Returns required to be filed by Sellers with respect to the Assets have been timely filed and all such Tax Returns are correct and complete in all material respects;
(b) all Taxes due and payable by Sellers with respect to the Assets have been timely paid in full;
(c) there are no Liens on any of the Assets attributable to Taxes other than statutory Liens for Taxes that are not yet due and payable; and
(d) no Proceedings, claims or notices of deficiency with respect to Taxes based on Sellers ownership of the Assets has been commenced or is presently pending, and Sellers have not received written notice of any pending claim against it (which remains outstanding) from any applicable Governmental Authority for the assessment of such Taxes, and to the Knowledge of Sellers, no such claim has been threatened.
4.9 Compliance with Laws. Except as set forth on Schedule 4.9, the ownership and operation of the Assets by Sellers is in compliance in all material respects with all applicable Laws. Except as set forth on Schedule 4.9, Sellers are not in default in any material respect of any Assigned Permit and the Assigned Permits are all Permits necessary or required to own and operate the Assets (as currently owned and operated), in all material respects. Except as disclosed on Schedule 4.9, no notice from any Governmental Authority or any other Person has been received by Sellers claiming any material violation of or material non-compliance with any