Common use of Certain Environmental Matters Clause in Contracts

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "Environmental Laws"); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. Other than as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) The the Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable Israeli, federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safetysafety to the extent related to exposure to hazardous or toxic substances, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with compliance with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 200,000 or more will be imposed, (yiv) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (zv) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to compliance with any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to To the knowledge of the Company, BNC the Company and its subsidiaries (x) are in compliance with all, any and have not violated any, all applicable federal, state, local and foreign laws (including common law)laws, rules, regulations, requirements, decisions, judgments, decrees, and orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, all permits, licenses, certificates or other authorizations or approvals required of them under any applicable Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package Time of Sale Information and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental LawsEffect.

Certain Environmental Matters. Except as described in the Registration Statement and the Prospectus and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) The the Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, any and have not violated any, all applicable federal, state, local and foreign laws (including common law)laws, rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, all permits, licenses, certificates or other authorizations or approvals required of them under any applicable Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to the Company to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, (x) to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance in all material respects with all, and have not violated in any material respect any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and and, to the knowledge of the Company, are in compliance in all material respects with all, and have not violated in any material respect any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of of, or relating to to, the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any violation of Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or substances, wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Company or any of its Significant Subsidiaries under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or substances, wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there neither the Company nor any of its subsidiaries have incurred or are no reasonably expected to incur any costs or liabilities associated with Environmental Laws of under or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiariesEnvironmental Laws, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than any such proceeding regarding which it is reasonably believed no that monetary sanctions of $100,000 or more will not be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or otherwise concerning hazardous or toxic substances or substances, wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or any of its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. Except as described in the Disclosure Package and the Final Prospectus, (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC the Guarantor and its subsidiaries each of their respective Subsidiaries (xa) are are, and at all prior times were, in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (yb) have received and are in compliance with all, and have not violated any, any permits, licenses, certificates or other authorizations or approvals required of them under any applicable Environmental Laws to conduct their respective businesses; and (zc) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, ; and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC the Guarantor or its subsidiariesany of their respective Subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each to the best knowledge of the Pricing Disclosure Package Company and the ProspectusGuarantor, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company Company, the Guarantor or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries their respective Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 U.S.$10,000,000 or more will be imposed, (y) neither the Company and its subsidiaries Company, the Guarantor nor any of their respective Subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect on the capital expenditures, earnings or competitive position of the Company, the Guarantor or any of their respective Subsidiaries, and (z) none of the Company Company, the Guarantor or its subsidiaries any of their respective Subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) The the Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resourcesre-sources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safetysafety (regarding exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment, environment or natural resources, resources or the release or disposal of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any applicable Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to which the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiariesare subject, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware have no knowledge of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a Material Adverse Effect Effect, and (z) none of the Company or its subsidiaries reasonably anticipates material capital expenditures in the next twelve months relating to any Environmental LawsLaws that would reasonably be expected to have a Material Adverse Effect.

Certain Environmental Matters. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) The the Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (xa) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (yb) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (zc) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the ProspectusSEC Reports, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries; and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. Except as described in each of the Time of Sale Information and the Offering Memorandum, (i) The the Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is except as would not, individually or in the aggregate, reasonably believed no monetary sanctions of $100,000 or more will be imposedexpected to have a Material Adverse Effect, (y) the Company and its significant subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are are, and during the past five years were, in compliance with any and all, and have not violated any, applicable federal, state, local and foreign laws (including common law)laws, rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, all permits, licenses, certificates or other authorizations or approvals required of them under any applicable Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, Prospectus (x) there is no proceeding that is pending pending, or that is known by the Company to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have result in a Material Adverse Effect Change, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law)laws, rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements the common law relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. The Company and Xxxxxxxx Xxxx and their subsidiaries (i) The Company are, and its subsidiaries andat all prior times were, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders rules and other legally enforceable requirements regulations relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (yii) have received and are in compliance with all, and have not violated any, all permits, 11 licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (ziii) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC Xxxxxxxx Xxxx or its their subsidiaries, except in the case of each of clauses (i), (ii) and (iiiii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there . There is no proceeding that is pending pending, or that is known by the Company or Xxxxxxxx Xxxx to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its Xxxxxxxx Xxxx and their subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) and the Company and its subsidiaries Xxxxxxxx Xxxx are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and (z) Xxxxxxxx Xxxx, and none of the Company or its subsidiaries Xxxxxxxx Xxxx anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, (x) to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance in all material respects with all, and have not violated in any material respect any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and and, to the knowledge of the Company, are in compliance in all material respects with all, and have not violated in any material respect any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of of, or relating to to, the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any violation of Environmental Laws.

Certain Environmental Matters. Except as described in each of the Registration Statement, Pricing Disclosure Package and the Prospectus and (i) The except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safetysafety (as the protection of human health or safety relates to exposure to hazardous substances), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other governmental authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect ; and (ziv) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "Environmental Laws"); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, Except for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Change, each of the Archrock Entities (x)(A) is in compliance with and has not violated any applicable federal, state or local statutes, laws, rules, regulations, judgments, orders, decrees, ordinances, codes or other legally binding requirements relating to the prevention of pollution or protection of the environment (including natural resources) or human health and safety (to the extent such health or safety relates to exposure to Hazardous Materials, as defined below), or imposing liability or standards of conduct concerning any Hazardous Materials (“Environmental Laws”), (B) has received and is in compliance with and has not violated any terms and conditions of permits, licenses, authorizations or other approvals required under Environmental Laws to conduct its business as it is currently being conducted, and (iiiC) except has not received written notice of any pending or threatened violation of, or liability under, any Environmental Law and, to the knowledge of the Company, there is no event or condition that would reasonably be expected to result in the receipt of any such notice, and (y) there are no costs or liabilities arising under Environmental Laws with respect to the operations or obligations of the Archrock Entities. Except as described disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (xA) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries Archrock Entities under any Environmental Laws in which a governmental entity is also a party, other than such proceeding proceedings regarding which it is reasonably believed no monetary sanctions sanction of $100,000 300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect and (zB) none of the Company Archrock Entities anticipates any obligations arising under Environmental Laws that would result, individually or its subsidiaries anticipates material in the aggregate, in capital expenditures constituting a Material Adverse Change. The term “Hazardous Material” means (i) any “hazardous substance” as defined in the next twelve months relating to Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (iii) any petroleum or petroleum product, (iv) any polychlorinated biphenyl and (v) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any Environmental LawsLaw.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, any and have not violated any, all applicable federal, state, local and foreign laws (including common law)laws, rules, regulations, legally binding requirements, decisions, judgments, decrees, decisions and orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); , except for any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) have received and are in compliance with all, and have not violated any, all permits, licenses, certificates or other authorizations or approvals required of them under any applicable Environmental Laws to conduct their respective businesses; , except for any such permits, licenses, certificates or other authorizations the failure to receive or comply with would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (z) have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of except for any event such written notice that (A) has been fully resolved or condition that (B) would not, individually or in the aggregate, reasonably be expected to result in any such notice, and have a Material Adverse Effect; (ii) except as described in the Time of Sale Information and the Prospectus, there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would notthat would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package Registration Statement, Time of Sale Information and the Prospectus, (x) there is are no proceeding proceedings that is pending are pending, or that are known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, and (y) the Company and its subsidiaries are not aware of any facts or issues regarding non-compliance with Environmental Laws, Laws or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could in each case would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental LawsEffect.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or substances, wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Company or any of its Significant Subsidiaries under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or substances, wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there neither the Company nor any of its subsidiaries have incurred or are no reasonably expected to incur any costs or liabilities associated with Environmental Laws of under or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiariesEnvironmental Laws, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than any such proceeding regarding which it is reasonably believed no that monetary sanctions of $100,000 300,000 or more will not be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or otherwise concerning hazardous or toxic substances or substances, wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or any of its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, binding decisions, judgments, decreesdecrees or orders, orders and other legally enforceable requirements relating to pollution or the protection of human health or safetysafety (in respect of exposure to hazardous materials), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received obtained and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businessesbusinesses as currently conducted; and (z) have not received written notice of any actual or potential threatened liability or obligation under or relating to, or any actual or potential alleged violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs costs, obligations or liabilities associated with pertaining to or arising under Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Lawsenvironmental control facilities.

Certain Environmental Matters. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, or the manufacture, use, storage, recycling, treatment, generation, discharge, transportation, processing, production, disposal or remediation of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any applicable Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, and (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries; except in the case of each of clauses (i), (ii) and (iii) above, for any such matters as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect Effect; and (ziv) except as described in each of the Pricing Disclosure Package and the Prospectus, none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "Environmental Laws"); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, Except for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or as disclosed in the Time of Sale Information and the Offering Memorandum, (a) the Parent and each of its subsidiaries (i) is in compliance with all, and has not violated any, applicable foreign, federal, state or local statutes, laws, rules, regulations, judgments, orders, decrees, ordinances, codes or other legally binding requirements (including common law) relating to pollution, the protection of the environment (including natural resources) or human health or safety (to the extent such health or safety relates to exposure to Hazardous Substances, as defined below), or the generation, use, handling, transportation, treatment, storage, discharge, disposal or release of, or exposure to, any Hazardous Substance (collectively, “Environmental Laws”), (ii) has timely applied for or received and, to the extent received, is in compliance with all, and has not violated any, permits, licenses, authorizations or other approvals required under Environmental Laws to conduct its business as it is currently being conducted; and (iii) except as described in has not received written notice of any pending or threatened violation of, or liability under, any Environmental Law and, to the knowledge of the Parent and each of its subsidiaries, there is no event or condition that would reasonably be expected to result in the Pricing Disclosure Package receipt of any such notice; and (b) there are no costs or liabilities arising under Environmental Laws with respect to the operations of the Parent and each of its subsidiaries. Except as disclosed in the Time of Sale Information and the ProspectusOffering Memorandum, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC Parent or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 300,000 or more will be imposed, and (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect and (z) none of the Company Parent or any of its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws. For purposes of this subsection, “Hazardous Substance” means any chemical, pollutant, contaminant, solid or hazardous waste, toxic substance, hazardous substance, petroleum and petroleum product.

Certain Environmental Matters. (i) The Company and its subsidiaries and, (x) to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance in all material respects with all, and have not violated in any material respect any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and and, to the knowledge of the Company, are in compliance in all material respects with all, and have not violated in any material respect any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of of, or relating to to, the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any violation of Environmental Laws.

Certain Environmental Matters. (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safetysafety (as it relates to exposure to hazardous or toxic substances or wastes or pollutants), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending against the Company pending, or any of its subsidiaries or, to the knowledge of the Company, BNC contemplated against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 300,000 or more will be imposed, (y) to the Company and its subsidiaries knowledge of the Company, there are not aware of any no facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. Except as described in the Time of Sale Information and the Offering Memorandum, (i) The Company and its subsidiaries and, to the knowledge of the Company, BNC Parent and its subsidiaries (x) are in compliance with all, any and have not violated any, all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, petroleum products, pollutants or contaminants (collectively, "“Environmental Laws")”) and all past noncompliance with Environmental Laws have been settled and resolved without future obligations; (y) have received and are in compliance with all, and have not violated any, all permits, licenses, certificates or other authorizations or approvals required of them under any applicable Environmental Laws to conduct their respective businesses; and (z) have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries or, to the knowledge of the Company, BNC Parent or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending pending, or that is known to be contemplated, against the Company or any of its subsidiaries or, to the knowledge of the Company, BNC Parent or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company Parent and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Parent and its subsidiaries and (z) none of the Company Parent or its subsidiaries anticipates material capital expenditures in the next twelve months relating to any Environmental Laws.

Certain Environmental Matters. Except as described in the Prospectus, (i) The Company the Transaction Parties and its subsidiaries and, to the knowledge of the Company, BNC and its their respective subsidiaries (x) are in compliance with all, and have not violated any, all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safetysafety (as it relates to exposure to hazardous or toxic substances), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "“Environmental Laws"”); (y) have received and are in compliance with all, and have not violated any, all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) to the knowledge of either of the Transaction Parties, there are no costs or liabilities associated with arising under Environmental Laws of or relating to the Company Transaction Parties or its subsidiaries or, to the knowledge of the Company, BNC or its their respective subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding involving potential monetary sanctions that is pending pending, or that is known to be contemplated, against the Company Transaction Parties or any of its subsidiaries or, to the knowledge of the Company, BNC or any of its their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company Transaction Parties and its their respective subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect material effect on the capital expenditures, earnings or competitive position of the Transaction Parties and their respective subsidiaries, and (z) none of the Company Transaction Parties or its their respective subsidiaries anticipates that material capital expenditures for environmental control facilities will be required in the next twelve months relating to current or succeeding fiscal years or in any Environmental Lawsfurther periods as may be material.