(x) Specified Disclosure. The statements set forth in the Offering Memorandum under the caption Description of Notes, Description of Convertible Note and Hedge and Warrant Transactions and Description of Capital Stock, insofar as they purport to constitute a summary of the terms of the Securities, the Call Spread Confirmations and the capital stock of the Company, and under the caption Certain U.S. Federal Income Tax Considerations, and under the caption Other Relationships, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and are fairly summarized in all material respects.
(y) Licenses and Permits. Except as would not, either individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries possess, and are in compliance with the terms of, all certificates, authorizations, franchises, licenses and permits (Business Licenses) necessary to the conduct of the business now conducted and the Company and its subsidiaries have not received any notice of proceedings relating to the revocation or modification of any Business Licenses.
(z) No Labor Disputes. No material labor disputes against the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened.
(aa) Certain Environmental Matters. The Company and each of its subsidiaries (i) are in compliance with all applicable laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, national, state, provincial, regional, or local authority, relating to the protection of human health or safety, the environment, or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (Environmental Laws), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, (iii) are in compliance with all terms and conditions of any such permit, license or approval, and (iv) the Company has not received notice of any proceedings that are pending or threatened against the Company or any of its subsidiaries under Environmental Laws in which a governmental authority is also a party, except where such non-compliance with Environmental Laws, or where any claim, request, notice, proceeding, investigation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
(bb) Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), for which the Company or any member of its Controlled Group (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the Code)) may have any liability (each, a Plan) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, except for such noncompliance that, individually or in the aggregate, would not have a Material Adverse