Common use of Certain Environmental Matters Clause in Contracts

Certain Environmental Matters. Except as set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto), Parent and its subsidiaries are (i) in compliance with Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto), neither Parent nor any of the subsidiaries has been named as a “potentially responsible party” with respect to any material environmental issue under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or under any similar Canadian legislation. In the ordinary course of its business, Parent periodically reviews the effect of Environmental Laws on the business, operations and properties of Parent and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On the basis of such review, except as set forth in or contemplated in the Disclosure Package or USCA Final Prospectuses has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.

Certain Environmental Matters. (a) Except as and to the extent set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto)on Schedule 4.10(a) hereto, Parent and its subsidiaries are (i) the Port Inland Quarry is not in violation in any material respect of any Environmental Law; (ii) the Port Inland Quarry has not stored or used any Hazardous Substances on or at any of its properties or assets, except in the ordinary course of its business in accordance in all material respects with applicable Environmental Laws; (iii) the Port Inland Quarry has not received any written notice within the last ten years from any governmental authority, or within the last five years from any private claimant, advising it that the Port Inland Quarry is in violation of any Environmental Law or that it is responsible (or potentially responsible) for the cleanup of any Hazardous Substances at, on, or beneath such properties or assets or at, on, or beneath any land adjacent thereto; (iv) neither the Port Inland Quarry nor the operation thereof are the subject of pending or, to Buyer’s Knowledge, threatened Federal, state, local, or private litigation or proceedings (whether judicial or administrative) involving a demand for damages, equitable relief, or other potential liability with respect to violations of Environmental Laws; (v) the Port Inland Quarry has obtained all Environmental Permits for the operation of its business, all such Environmental Permits are in full force and effect, and the Port Inland Quarry is in compliance in all material respects with such Environmental Permits; (vi) none of the real property owned or leased by the Port Inland Quarry is subject to any outstanding order from or contract with any governmental authority respecting (A) any violation of Environmental Law, (B) any investigation or remedial action under Environmental Laws, or (C) any release of a Hazardous Substance; (vii) during the past two (2) years, no material release, disposal, dumping, spill, or emission of any Hazardous Substance is occurring or has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws) on, or under, or to any of the real property used in connection with the Port Inland Quarry; (iiviii) during the past ten (10) years, none of the real property used in connection with the Port Inland Quarry has been operated by Buyer as a Treatment, Storage, or Disposal facility for Hazardous Waste (as such terms are defined under RCRA or any similar state statute); (ix) to the Knowledge of Buyer, there is and has been no friable asbestos or urea formaldehyde in the properties which has not been encapsulated or otherwise treated in material compliance with all Environmental Laws; (x) there are no active or inactive underground or above-ground storage tanks presently located at any of the Port Inland Quarry properties; and (xi) to the Knowledge of Buyer, there are no liabilities, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law, and there are no facts, conditions, situations or sets of circumstances, which would reasonably be expected to result in such liability, with respect to the business, assets, or properties of the Port Inland Quarry except for any such non-compliance or liabilities which would not have received a Material Adverse Effect. (b) Except for any non-compliance which would not have a Material Adverse Effect, Buyer and its Subsidiaries (each a “Buyer Company” and collectively, the “Buyer Companies”) are in compliance with any and all Environmental Laws including, without limitation, (a) all Environmental Laws in all jurisdictions in which a Buyer Company owns or operates, or has owned or operated, a facility or site, arranges for disposal or treatment of any Hazardous Substance, solid waste or other wastes, accepts or has accepted for transport any Hazardous Substance, solid waste or other wastes or holds or has held any interest in real property or otherwise, and (b) all Environmental Laws relating to permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wasteslicenses, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, authorizations, consents and registrations required for Buyer Companies’ operation. No litigation or liability proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the Knowledge of Buyer, threatened against a Buyer Company, any real property in which a Buyer Company holds or has held an interest or any past or present operation of a Buyer Company, other than litigation or proceedings which would not, individually or in the aggregate, have a material adverse effect on Material Adverse Effect. To the condition (financial Knowledge of Buyer, no release, threatened release or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive disposal of any supplement thereto)Hazardous Substance, neither Parent nor any of the subsidiaries has been named as a “potentially responsible party” with respect to any material environmental issue under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amendedsolid waste or other wastes is occurring, or under any similar Canadian legislation. In the ordinary course of its business, Parent periodically reviews the effect of Environmental Laws on the business, operations and properties of Parent and its subsidiaries, has occurred (other than those that are currently being cleaned up in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance accordance with Environmental Laws), which is having or would have a Material Adverse Effect, on, under or to any real property in which a Buyer Company holds any interest or performs any of its operations, in violation of any Environmental Law. (c) For the purposes of this Section 4.10, a “Subsidiary” of Buyer or any of its Subsidiaries shall mean (a) a corporation more than fifty percent (50%) of the voting power or capital stock of which is owned, directly or indirectly, by Buyer or by one or more other subsidiaries of Buyer or by Buyer and one or more subsidiaries of Buyer, (b) a partnership or limited liability company of which Buyer, one or more other subsidiaries of Buyer or Buyer and one or more subsidiaries of Buyer, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has the power to direct the policies, management and affairs thereof, or (c) any permitother Person (other than a corporation) in which Buyer, license one or approvalmore other subsidiaries of Buyer or Buyer and one or more subsidiaries of Buyer, any related constraints on operating activities directly or indirectly, has at least a majority ownership interest or the power to direct the policies, management and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On the basis of such review, except as set forth in or contemplated in the Disclosure Package or USCA Final Prospectuses has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessaffairs thereof.

Certain Environmental Matters. Except as set forth in or contemplated disclosed on SCHEDULE 3.12, disclosed in the Disclosure Package and Phase I Report or to the USCA Final Prospectuses (exclusive best knowledge of any supplement thereto), Parent and its subsidiaries are (i) in compliance with Environmental LawsSeller, (iia) have received and are in compliance the Business as conducted with all permits, licenses respect to the Acquired Assets or other approvals required of them under Assumed Obligations does not violate any applicable Environmental Laws Law in effect as of the date hereof in any material respect and neither the Acquired Assets nor Assumed Obligations are subject to conduct their respective businesses any material Environmental Liabilities and Costs; (iiib) have Seller has not received notice of stored or used any actual Contaminants or potential liability for Hazardous Substance on or at the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsAcquired Assets, except where such non-compliance with Environmental Laws, failure for inventories of chemicals and raw materials which are to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions be used in the ordinary course of business. Except business of Seller (which inventories have been stored or used in accordance in all material respects with all applicable Environmental Permits and all Environmental Laws in effect as set forth of the date hereof); (c) Seller has not received any written notice from any Authority or private entity advising it that the Acquired Assets or the operation thereof is in or contemplated violation in the Disclosure Package and the USCA Final Prospectuses (exclusive any material respect of any supplement thereto), neither Parent nor any Environmental Law in effect as of the subsidiaries date hereof or any applicable Environmental Permit or that they are responsible (or potentially responsible) for the cleanup of any Contaminants or Hazardous Substances at, on or beneath such properties or assets or at, on or beneath any land adjacent thereto or in connection with any Waste or Contamination Site nor has been named Seller filed any notice with respect of the Business, the Acquired Assets or the Assumed Obligations under any applicable Environmental Law in effect as of the date hereof reporting a “potentially responsible party” Release by them of a Contaminant or Hazardous Substance into the environment; (d) neither the Business, the Acquired Assets or the Assumed Obligations, nor the operation thereof, are the subject of any pending, or actually known threatened, foreign, Federal, state, local or private litigation or proceedings or judicial or administrative Claim involving a demand for damages or other potential liability with respect to any material environmental issue under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or under any similar Canadian legislation. In the ordinary course of its business, Parent periodically reviews the effect violations of Environmental Laws on in effect as of the businessdate hereof; (e) Seller has not buried, dumped, disposed, spilled, released or stored any Contaminants or Hazardous Substances on, beneath or about its properties relating to the operation of the Business of the Assumed Assets or any property adjacent thereto; (f) Seller and all of its present property, assets and operations as well as its past property ("PAST PROPERTY") (defined as real property, assets and properties operations of Parent and its subsidiariesSeller which were owned or conducted, but are not owned or conducted as of the date hereof), in each case, relating to the course of which it identifies and evaluates associated costs and liabilities Acquired Assets, are not subject to any outstanding Order from or Contract with any Authority respecting (includingi) any Environmental Law, without limitation, (ii) any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental LawsRemedial Action, or (iii) any permitEnvironmental Liabilities and Costs, license whether arising from the Release of a Contaminant or approvalHazardous Substance into the environment or otherwise; (g) Seller has not been notified in writing that any of Seller's present property, assets or operations or Past Property, in each case, relating to the Acquired Assets or the Assumed Obligations, are the subject of any related constraints on operating activities Claim by any Authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant or Hazardous Substances into the environment, which Claim is still pending as of the date of this Agreement; (h) Seller has obtained all Environmental Permits necessary for its operations in each case, relating to the Acquired Assets or the Assumed Obligations of the Business, the Acquired Assets or the Assumed Obligations, and all such Environmental Permits are in good standing and Seller is in compliance in all material respects with such Environmental Permits; and (k) Seller has timely filed all reports required to be filed with respect to the Acquired Assets or the Assumed Obligations under any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of noncompliance with applicable Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On in effect as of the basis of such review, except as set forth in or contemplated in the Disclosure Package or USCA Final Prospectuses has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessdate hereof with respect thereto.

Certain Environmental Matters. Except as set forth in disclosed on Schedule 3.13: (a) neither the Business nor any of the Acquired Assets or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of Assumed Obligations violate any supplement thereto), Parent and its subsidiaries are (i) in compliance with Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws Law in effect as of the date hereof in any material respect and neither the Business nor any of the Acquired Assets or Assumed Obligations is subject to conduct their respective businesses any material Environmental Liabilities and Costs; (iiib) Sellers have not received notice of stored or used any actual Contaminants on or potential liability for at the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsAcquired Assets, except where such non-compliance with Environmental Laws, failure for inventories of chemicals and raw mateials which are to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions be used in the ordinary course of business. Except business of Sellers (which inventories have been stored or used in accordance in all material respects with all applicable Environmental Permits and all Environmental Laws in effect as set forth of the date hereof); (c) Sellers have not received any notice from any Authority or private entity advising it that Sellers' facilities or the operation thereof is in or contemplated violation in the Disclosure Package and the USCA Final Prospectuses (exclusive any material respect of any supplement thereto), neither Parent nor any Environmental Law in effect as of the subsidiaries has been named date hereof or any applicable Environmental Permit or that they are responsible (or potentially responsible) for the cleanup of any Contaminants at, on or beneath such properties or assets or at, on or beneath any land adjacent thereto or in connection with any Waste or Contamination Site nor have Sellers filed any notice with respect of the Business, the Acquired Assets or the Assumed Obligations under any applicable Environmental Law in effect as of the date hereof reporting a “potentially responsible party” Release by them of a Contaminant into the environment; (d) neither the Business, the Acquired Assets or the Assumed Obligations, nor the operation thereof, are the subject of foreign, Federal, state, local or private litigation or proceedings or judicial or administrative Claim involving a demand for damages or other potential liability with respect to any material environmental issue under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or under any similar Canadian legislation. In the ordinary course of its business, Parent periodically reviews the effect violations of Environmental Laws on in effect as of the businessdate hereof; (e) Sellers have not buried, dumped, disposed, spilled or released any Contaminants on, beneath or about its properties relating to the operation of the Business of the Assumed Assets or any property adjacent thereto; (f) Sellers and all of their present property, assets and operations as well as their past property ("Past Property") (defined as real property, assets and properties operations of Parent and its subsidiariesSellers which were owned or conducted, but are not owned or conducted as of the date hereof), in each case, relating to the course Business, the Acquired Assets or the Assumed Obligations, are not subject to any outstanding Order from or Contract with any Authority respecting (i) any Environmental Law, (ii) any Remedial Action, or (iii) any Environmental Liabilities and Costs, whether arising from the Release of a Contaminant into the environment or otherwise; (g) Sellers have not been notified that any of Sellers' present property, assets or operations or Past Property,in each case, relating to the Business, the Acquired Assets or the Assumed Obligations, are the subject of any Claim by any Authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment, which it identifies Claim is still pending as of the date of this Agreement; (h) Sellers have not filed any notice in respect of Sellers, or their properties, assets or operations, under any Environmental Law indicating treatment, storage or disposal of a hazardous waste in connection with their present property, assets and evaluates associated costs and liabilities operations or their Past Property in each case, relating to the Business, the Acquired Assets or the Assumed Obligations; (includingi) no by-products of any manufacturing process or operation of the Business, without limitationAcquired Assets or Assumed Obligations, any capital which may constitute Contaminants are currently stored or operating expenditures required for clean-up, closure of otherwise located at such properties or assets except in compliance in all material respects with any applicable Environmental LawsLaw in effect as of the date hereof; (j) Sellers have obtained all Environmental Permits necessary for their operations in each case, relating to the Business, the Acquired Assets or the Assumed Obligations of the Business, the Acquired Assets or the Assumed Obligations , and all such Environmental Permits are in good standing and Sellers are in compliance in all material respects with such Environmental Permits; and (k) Sellers have timely filed all reports required to be filed with respect to the Business of the Business, the Acquired Assets or the Assumed Obligations and have generated and maintained all required data, documentation and records under any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of noncompliance with applicable Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On in effect as of the basis of such review, except as set forth in or contemplated in the Disclosure Package or USCA Final Prospectuses has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessdate hereof with respect thereto.

Certain Environmental Matters. Except as set forth in or contemplated in the Disclosure Package and the USCA Canadian Final Prospectuses Prospectus (exclusive of any supplement thereto), Parent the Disclosure Package and the U.S. Final Prospectus (exclusive of any supplement thereto), the Company and its subsidiaries are (i) in compliance with Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in or contemplated in the Canadian Final Prospectus (exclusive of any supplement thereto), the Disclosure Package and the USCA U.S. Final Prospectuses Prospectus (exclusive of any supplement thereto), neither Parent the Company nor any of the subsidiaries has been named as a “potentially responsible party” with respect to any material environmental issue under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or under any similar Canadian legislation. In the ordinary course of its business, Parent the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of Parent the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); Parent the Company also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s Company headquarters. On the basis of such review, except as set forth in or contemplated in the Canadian Final Prospectus, the Disclosure Package or USCA U.S. Final Prospectuses Prospectus the Company has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.

Certain Environmental Matters. Except as set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses Prospectus (exclusive of any supplement thereto), Parent and its subsidiaries are (i) in compliance with Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses Prospectus (exclusive of any supplement thereto), neither Parent nor any of the subsidiaries has been named as a “potentially responsible party” with respect to any material environmental issue under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or under any similar Canadian legislation. In the ordinary course of its business, Parent periodically reviews the effect of Environmental Laws on the business, operations and properties of Parent and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On the basis of such review, except as set forth in or contemplated in the Disclosure Package or USCA Final Prospectuses Prospectus Parent has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.

Certain Environmental Matters. (a) Except as set forth in or contemplated in SECTION 3.14 of the Disclosure Package and Schedule or as would not reasonably be expected to have a Material Adverse Effect on the USCA Final Prospectuses (exclusive of any supplement thereto), Parent and its subsidiaries are Division: (i) the Division is in compliance with Environmental LawsEnvironmental, Health, and Safety Requirements, which compliance includes the possession by the Division and the Business of all permits and other governmental authorizations required under applicable Environmental, Health and Safety Requirements, and compliance with the terms and conditions thereof, and (ii) have Seller has not received and are any communication that alleges that the Division or the Business is not or was not in compliance with any Environmental, Health and Safety Requirement, and (b) SECTION 3.14 of the Disclosure Schedule sets forth all permitsenvironmental audits possessed by or reasonably available to Seller with respect to the Leased Property and each parcel of real property which Seller previously owned, licenses used, leased or other approvals required subleased in relation to the Division. Seller has made available to Purchaser accurate and complete copies of them under applicable Environmental Laws to conduct their respective businesses and such environmental audits. (iiic) have Except as set forth on SECTION 3.14 of the Disclosure Schedule, Seller has not received notice any communication, whether from any Authority, Person, citizens group or otherwise, that alleges that the Division or the Business is not or was not in compliance with any Environmental, Health and Safety Requirement, and Seller does not have knowledge of any actual circumstances that may prevent or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where interfere with such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessfuture. Except as set forth in or contemplated in on SECTION 3.14 of the Disclosure Package and Schedule, there is no Environmental Claim pending or, to the USCA Final Prospectuses (exclusive of any supplement thereto)Seller's knowledge, neither Parent nor any threatened against Seller in respect of the subsidiaries Division. (d) Except as set forth in SECTION 3.14 of the Disclosure Schedule, to the Seller's knowledge, without in any way limiting the generality of the foregoing, (i) Seller has been named as a “potentially responsible party” with respect to not disposed or arranged for the disposal of Materials of Environmental Concern at any material environmental issue under site listed on the National Priorities List, the Comprehensive Environmental Response, Compensation, Compensation and Liability Act of 1980, as amended, or under any similar Canadian legislation. In the ordinary course of its business, Parent periodically reviews the effect of Environmental Laws on the business, operations and properties of Parent and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental LawsInformation System List, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations comparable state list of new railroad properties to identify potential violations be investigated or remediated, (ii) there are no underground storage tanks presently located on property owned or leased by Seller, and (iii) there is no asbestos contained in or forming part of any building, building component, equipment, structure or office space owned or leased by Seller, which asbestos requires removal or replacement to comply with Environmental, Health and Safety Requirements. (e) There are no past or present actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of any Materials of Environmental LawsConcern, trains management personnel in or to the recognition knowledge of and proper response Seller, exposures of employees or other Persons to incidents Materials of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On Concern that could form the basis of such reviewany Environmental Claim against Seller or against any Person whose Liability for any Environmental Claim Seller has or may have retained or assumed either contractually or by operation of law. (f) This SECTION 3.14 contains the sole and exclusive representations and warranties of Seller with respect to any environmental, except as set forth in health, or contemplated in the Disclosure Package or USCA Final Prospectuses has concluded that such associated costs safety matters, including without limitation any arising under any Environmental, Health, and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessSafety Requirements.

Certain Environmental Matters. (a) Except as and to the extent set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto)on Schedule 4.10(a) hereto, Parent and its subsidiaries are (i) the Port Inland Quarry is not in violation in any material respect of any Environmental Law; (ii) the Port Inland Quarry has not stored or used any Hazardous Substances on or at any of its properties or assets, except in the ordinary course of its business in accordance in all material respects with applicable Environmental Laws; (iii) the Port Inland Quarry has not received any written notice within the last ten years from any governmental authority, or within the last five years from any private claimant, advising it that the Port Inland Quarry is in violation of any Environmental Law or that it is responsible (or potentially responsible) for the cleanup of any Hazardous Substances at, on, or beneath such properties or assets or at, on, or beneath any land adjacent thereto; (iv) neither the Port Inland Quarry nor the operation thereof are the subject of pending or, to Buyer's Knowledge, threatened Federal, state, local, or private litigation or proceedings (whether judicial or administrative)involving a demand for damages, equitable relief, or other potential liability with respect to violations of Environmental Laws; (v) the Port Inland Quarry has obtained all Environmental Permits for the operation of its business, all such Environmental Permits are in full force and effect, and the Port Inland Quarry is in compliance in all material respects with such Environmental Permits; (vi) none of the real property owned or leased by the Port Inland Quarry is subject to any outstanding order from or contract with any governmental authority respecting (A) any violation of Environmental Law, (B) any investigation or remedial action under Environmental Laws, or (C) any release of a Hazardous Substance; (vii) during the past two (2) years, no material release, disposal, dumping, spill, or emission of any Hazardous Substance is occurring or has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws) on, or under, or to any of the real property used in connection with the Port Inland Quarry; (iiviii) during the past ten (10) years, none of the real property used in connection with the Port Inland Quarry has been operated by Buyer as a Treatment, Storage, or Disposal facility for Hazardous Waste (as such terms are defined under RCRA or any similar state statute); (ix) to the Knowledge of Buyer, there is and has been no friable asbestos or urea formaldehyde in the properties which has not been encapsulated or otherwise treated in material compliance with all Environmental Laws; (x) there are no active or inactive underground or above-ground storage tanks presently located at any of the Port Inland Quarry properties; and (xi) to the Knowledge of Buyer, there are no liabilities, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law, and there are no facts, conditions, situations or sets of circumstances, which would reasonably be expected to result in such liability, with respect to the business, assets, or properties of the Port Inland Quarry except for any such non-compliance or liabilities which would not have received a Material Adverse Effect. (b) Except for any non-compliance which would not have a Material Adverse Effect, Buyer and its Subsidiaries (each a "Buyer Company" and collectively, the "Buyer Companies") are in compliance with any and all Environmental Laws including, without limitation, (a) all Environmental Laws in all jurisdictions in which a Buyer Company owns or operates, or has owned or operated, a facility or site, arranges for disposal or treatment of any Hazardous Substance, solid waste or other wastes, accepts or has accepted for transport any Hazardous Substance, solid waste or other wastes or holds or has held any interest in real property or otherwise, and (b) all Environmental Laws relating to permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wasteslicenses, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, authorizations, consents and registrations required for Buyer Companies' operation. No litigation or liability proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the Knowledge of Buyer, threatened against a Buyer Company, any real property in which a Buyer Company holds or has held an interest or any past or present operation of a Buyer Company, other than litigation or proceedings which would not, individually or in the aggregate, have a material adverse effect on Material Adverse Effect. To the condition (financial Knowledge of Buyer, no release, threatened release or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive disposal of any supplement thereto)Hazardous Substance, neither Parent nor any of the subsidiaries has been named as a “potentially responsible party” with respect to any material environmental issue under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amendedsolid waste or other wastes is occurring, or under any similar Canadian legislation. In the ordinary course of its business, Parent periodically reviews the effect of Environmental Laws on the business, operations and properties of Parent and its subsidiaries, has occurred (other than those that are currently being cleaned up in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance accordance with Environmental Laws), which is having or would have a Material Adverse Effect, on, under or to any real property in which a Buyer Company holds any interest or performs any of its operations, in violation of any Environmental Law. (c) For the purposes of this Section 4.10, a "Subsidiary" of Buyer or any of its Subsidiaries shall mean (a) a corporation more than fifty percent (50%) of the voting power or capital stock of which is owned, directly or indirectly, by Buyer or by one or more other subsidiaries of Buyer or by Buyer and one or more subsidiaries of Buyer, (b) a partnership or limited liability company of which Buyer, one or more other subsidiaries of Buyer or Buyer and one or more subsidiaries of Buyer, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has the power to direct the policies, management and affairs thereof, or (c) any permitother Person (other than a corporation) in which Buyer, license one or approvalmore other subsidiaries of Buyer or Buyer and one or more subsidiaries of Buyer, any related constraints on operating activities directly or indirectly, has at least a majority ownership interest or the power to direct the policies, management and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On the basis of such review, except as set forth in or contemplated in the Disclosure Package or USCA Final Prospectuses has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessaffairs thereof.

Certain Environmental Matters. Except as set forth (a) The Assets are in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto), Parent and its subsidiaries are (i) in material compliance with Environmental LawsSH&E Laws and related Legal Requirements relating to asbestos-containing materials. (b) All notices, (ii) have received disclosure and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for reports regarding the investigation or remediation of any disposal or release existence of hazardous waste or toxic substances solid waste management facilities, including without limitation, underground storage tank systems, required to be filed or wastes, pollutants or contaminants, except where such non-compliance recorded in connection with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto), neither Parent nor any of the subsidiaries has Assets or their respective ownership or operation have been named as a “potentially responsible party” filed or recorded with respect to any material environmental issue under the Comprehensive Environmental Responseall appropriate governmental agencies, Compensation, and Liability Act of 1980, as amended, or under any similar Canadian legislation. In the ordinary course of its business, Parent periodically reviews the effect of Environmental Laws on the business, operations and properties of Parent and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitationbut not limited to, any capital recordation in deed records of appropriate jurisdiction. (c) Exclusive of the waste water treatment plant considerations including those addressed in Sections 13.01(a) and 13.01(c) and the High Production Volume chemical testing program testing costs to be shared in accordance with the provisions of Section 13.01(d), there are no material obligations, undertakings or operating expenditures required for clean-upliabilities arising out of or relating to SH&E Laws or related Legal Requirements which Seller has agreed to assume or retain, closure by contract or otherwise, which would adversely impact Buyer or the Assets following the Closing. For purposes of properties or compliance with Environmental Lawsthis Section 5.19(c), or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the recognition of and proper response to incidents of noncompliance with Environmental SH&E Laws and establishes procedures for communicating such incidents related Legal Requirements, shall not be deemed to Parent’s headquartersbe an obligation, undertaking or liability. On the basis of such reviewNOTWITHSTANDING ANY OF THE FOREGOING REPRESENTATIONS, except as set forth in or contemplated in the Disclosure Package or USCA Final Prospectuses has concluded that such associated costs and liabilities would notIN NO EVENT SHALL ANY PROJECTION AS TO THE FINANCIAL CONDITION, singly or in the aggregateFINANCIAL RESULTS, have a material adverse effect on the condition (financial or otherwise)STATUS OF ASSETS, prospectsPROJECTS, earningsAVAILABILITY OF FEEDSTOCK OR MARKETS OR ANY OTHER PROJECTIONS MADE BY SELLER TO BUYER BE RELIED UPON BY BUYER, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessAND SELLER MAKES NO REPRESENTATION OR WARRANTY AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY WITH REGARD TO SAME.

Certain Environmental Matters. The Company and its Subsidiaries have never owned any real property. Except as set forth disclosed on Sellers’ Disclosure Schedules, or except as would not reasonably be expected to have a Company Material Adverse Effect: (a) To the Knowledge of the Responsible Executive Officers of the Company, the Company and each of its Subsidiaries possess, and are in or contemplated in compliance with, all licenses, permits, exemptions, variances and government authorizations and have filed all notices that are required under local, state and federal Laws and regulations relating to protection of the Disclosure Package environment, pollution control, product registration and Hazardous Substances, and the USCA Final Prospectuses (exclusive Company and each of any supplement thereto), Parent and its subsidiaries are (i) in compliance with Environmental Laws, (ii) have received and Subsidiaries are in compliance with all permits, licenses or other approvals required Environmental Laws. (b) Neither the Company nor any of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not its Subsidiaries has received notice of any actual or potential threatened liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with under Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto), neither Parent nor any of the subsidiaries has been named as a “potentially responsible party” Laws with respect to any material environmental issue under on-site or off-site location. (c) Neither the Comprehensive Environmental ResponseCompany nor any of its Subsidiaries has entered into or, Compensation, and Liability Act of 1980, as amendedagreed to or intends to enter into any consent decree or order, or under is subject to any similar Canadian legislation. In judgment, decree or judicial or administrative order relating to compliance with, or the ordinary course cleanup of Hazardous Substances under, any applicable Environmental Laws. (d) Neither the Company nor any of its business, Parent periodically reviews the effect of Subsidiaries has been subject to any administrative or judicial proceeding with respect to any applicable Environmental Laws on either now or any time during the businesspast five (5) years. (e) To the Knowledge of the Responsible Executive Officers of the Company, operations neither the Company nor any of its Subsidiaries is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and properties arising out of Parent and any act or omission of the Company or any of its subsidiariesSubsidiaries, in its employees, agents or representatives or arising out of the course ownership, use, control or operation by the Company or its Subsidiaries of which it identifies and evaluates associated costs and liabilities any plant, facility, site, area or property (including, without limitation, any capital plant facility, site, area or operating expenditures required for clean-upproperty currently or previously owned or leased by the Company or any of its Subsidiaries) from which any Hazardous Substances were Released into the environment (the term “environment” meaning any surface or ground water, closure of properties drinking water supply, soil, surface or compliance with Environmental Lawssubsurface strata or medium, or the ambient air). (f) To the Knowledge of the Responsible Executive Officers of the Company, without having conducted any permitinvestigation, license all the real property currently or approval, formerly leased by the Company or its Subsidiaries is free of contamination caused by the Company or its Subsidiaries by or from any related constraints on operating activities and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in Hazardous Substances caused by the recognition of and proper response to incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On the basis of such review, except as set forth in Company or contemplated in the Disclosure Package or USCA Final Prospectuses has concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessSubsidiaries.