provision of state, local or foreign Law). The Company and each Company Subsidiary is, and has been since the date of its formation, a corporation for U.S. federal income tax purposes, and neither the Company nor any Company Subsidiary has elected pursuant to the Code to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code. The Company and each Company Subsidiary has not participated in any listed transactions as defined under Treasury Regulations § 1.6011-4(b)(2) (or otherwise participated in, or advised on, any transaction that required disclosure to a taxing authority to reduce or eliminate tax, interest or penalties). Each of the Company and the Company Subsidiaries has complied with all applicable Laws related to the payment and withholding of material Taxes and has duly and timey paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over.
2.8 Actions; Orders. There are no material civil, criminal or administrative actions, demands, claims or other similar proceedings (Actions) or Orders issued, pending or, to the knowledge of the Company, threatened, against the Company or any Company Subsidiary or any of their respective assets, before any governmental entity.
2.9 Compliance with Laws; Governmental Authorizations. The Company and each Company Subsidiary has complied in all material respects with the laws applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets. The Company and each Company Subsidiary possesses, all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, Orders, registrations, notices or other authorizations of any governmental authority necessary for the Company or Company Subsidiary to own, lease and operate its properties and to carry on its business as currently conducted (the Permits) and each such Permit is in full force and effect and are currently being, and have been, complied with in all material respects.
2.10 Investment Company Act. Neither the Company nor any of the Company Subsidiaries is an investment company or an affiliated person thereof or an affiliated person of any such affiliated person, as such terms are defined in the Investment Company Act of 1940, as amended.
2.11 No Broker. The Company has not retained, or authorized to act on its behalf, any broker, finder, agent or like party who would be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.
2.12 Anti-Money Laundering, Anti-Corruption, Sanctions.
The Company, Company Subsidiaries and its and their respective officers, directors, employees and agents are in compliance with all applicable (i) anti-money laundering laws and laws designed to prevent terrorist financing (collectively, AML Laws), (ii) international trade, economic sanctions, and export controls and any other requirement applicable for any import, export controls and economic sanctions laws and regulations (collectively, Sanctions Laws), and (iii) anti-bribery and anti-corruption laws (collectively, Anti-Corruption Laws). No action, suit or proceeding by or before any court, or government agency, authority or body, or any arbitrator or nongovernmental authority involving the Company or any Company Subsidiary with respect to AML Laws, Sanctions Laws, or Anti-Corruption Laws is pending, or to the