Common use of Certain Environmental Matters Clause in Contracts

Certain Environmental Matters. Except as set forth in Section 3.9 of the Seller Disclosure Letter: (a) To the best of Seller’s Knowledge, Seller has complied, and remains in compliance, with the provisions of all Environmental Laws applicable to the Business and the Acquired Assets and with all Governmental Requirements that are required pursuant to Environmental Laws for the occupation and operation of the Business and the Acquired Assets. To the best of Seller’s Knowledge, no asbestos-containing materials in any form or condition or materials or equipment containing polychlorinated biphenyls exist within or on any real property or improvements thereon included (or a lease of which is included) in the Acquired Assets. (b) Seller has not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities, including any investigatory, remedial or corrective liabilities, relating to Seller or the Business or Acquired Assets arising under Environmental Laws. (c) No Release at, from, in or on any site included in the Acquired Assets has occurred which would require reporting to Government Authorities or has caused or could reasonably be expected to cause claims for death, personal injury or property damage, or reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that Release had not occurred. (d) Neither Seller nor any agent or contractor of Seller has handled, treated, recycled, stored, transported or arranged for or permitted the transportation of, disposed of, or arranged for or permitted the disposal of, or Released any substance, including any Hazardous Substances (and no Acquired Asset is contaminated with any such Hazardous Substance), or owned or operated the Business or the Acquired Assets in a manner that could reasonably be expected to lead to any claim against Seller or the Acquired Assets, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA, RCRA or any other Environmental Laws. (e) No above ground or underground storage tanks that do not comply with applicable Laws, landfills, surface impoundments or disposal areas exist on or under any of the Acquired Assets. (f) Seller has provided Buyer with copies of all environmental notices, violations, demands, orders, directives, investigations, studies, audits, assessments, reviews and other analyses conducted by or on behalf of the Seller, or which otherwise are in the possession, custody or control of Seller respecting any facility, site or other property presently owned or operated by Seller and included (or a lease of which is included) in the Acquired Assets. (g) The transactions contemplated by this Agreement will not result in any liabilities for site investigation or cleanup, or require the consent of any person, pursuant to any Environmental Laws, including any so-called “transaction-triggered” or “responsible property transfer” requirements. (h) Seller has not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Laws. (i) No facts, events or conditions relating to the past or present facilities, properties or operations of Seller will prevent, hinder or limit continued compliance with Environmental Laws, or give rise to any damages or any other liabilities under Environmental Laws.

Certain Environmental Matters. (a) Except as set forth in Section 3.9 4.20(a) of the Seller Purchaser Disclosure Letter: (aSchedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the best knowledge of Seller’s KnowledgePurchaser, Seller has complied, all such permits and remains in compliance, with the provisions of all Environmental Laws applicable to the Business and the Acquired Assets and with all Governmental Requirements that are required other governmental authorizations currently held by Purchaser pursuant to Environmental Laws for the occupation and operation Laws, if any, are identified in Section 4.20(a) of the Business and the Acquired Assets. To the best of Seller’s KnowledgePurchaser Disclosure Schedule; PROVIDED, HOWEVER, no asbestos-containing materials in warranty or representation is made as to the effect under -------- ------- any form Environmental Laws or condition upon any such permits, licenses or materials or equipment containing polychlorinated biphenyls exist within or on any real property or improvements thereon included (or a lease authorizations of which is included) in the Acquired Assetstransfer of the Stock and/or transactions contemplated by this Agreement. (b) Seller has not received any written No Environmental Claims have actually been asserted or oral noticeinitiated and are pending or, report or other information regarding any actual or alleged violation to the knowledge of Environmental Laws or any liabilitiesPurchaser, including any investigatory, remedial or corrective liabilities, relating to Seller or the Business or Acquired Assets arising under Environmental Lawsthreatened against Purchaser. (c) No Release atTo the knowledge of Purchaser, fromthere are no past or present actions, in activities, circumstances, conditions, events or on incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any site included in the Acquired Assets has occurred which Hazardous Materials, that would require reporting to Government Authorities or has caused or could would reasonably be expected to cause claims for deathform the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, personal injury to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or property damageomissions thereof), activities, circumstances, conditions, events or reasonably could be expected incidents by or involving Purchaser prior to require remediation to avoid deed record notices, restrictions, liabilities or other consequences the Closing Date that would not be applicable if that Release had not occurred. (d) Neither Seller nor any agent or contractor of Seller has handled, treated, recycled, stored, transported or arranged for or permitted the transportation of, disposed of, or arranged for or permitted the disposal of, or Released any substance, including any Hazardous Substances (and no Acquired Asset is contaminated with any such Hazardous Substance), or owned or operated the Business or the Acquired Assets in a manner that could reasonably be expected to lead to any claim against Seller or the Acquired Assets, as have a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA, RCRA or any other Environmental LawsMaterial Adverse Effect. (e) No above ground or underground storage tanks that do not comply with applicable Laws, landfills, surface impoundments or disposal areas exist on or under any of the Acquired Assets. (f) Seller has provided Buyer with copies of all environmental notices, violations, demands, orders, directives, investigations, studies, audits, assessments, reviews and other analyses conducted by or on behalf of the Seller, or which otherwise are in the possession, custody or control of Seller respecting any facility, site or other property presently owned or operated by Seller and included (or a lease of which is included) in the Acquired Assets. (g) The transactions contemplated by this Agreement will not result in any liabilities for site investigation or cleanup, or require the consent of any person, pursuant to any Environmental Laws, including any so-called “transaction-triggered” or “responsible property transfer” requirements. (h) Seller has not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Laws. (i) No facts, events or conditions relating to the past or present facilities, properties or operations of Seller will prevent, hinder or limit continued compliance with Environmental Laws, or give rise to any damages or any other liabilities under Environmental Laws.

Certain Environmental Matters. Except To the Seller’s Knowledge, except as set forth in on Section 3.9 of the Seller Disclosure Letter: (a) To the best of Seller’s Knowledge, Seller has Sellers have complied, and remains remain in compliance, with the provisions of all Environmental Laws applicable to the Business and the Acquired Assets and with all Governmental Requirements that are required pursuant to Environmental Laws for the occupation and operation of the Business and the Acquired Assets. To the best of Seller’s Knowledge, no No asbestos-containing materials in any form or condition or materials or equipment containing polychlorinated biphenyls exist within or on any real property or improvements thereon included (or a lease of which is included) in the Acquired Assets. (b) Seller has Since July 1, 2009, Sellers have not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities, including any investigatory, remedial or corrective liabilities, relating to any Seller or the Business or Acquired Assets arising under Environmental Laws. There are no unresolved, pending, or open matters regarding any actual or alleged violations of Environmental Laws that were initiated prior to July 1, 2009. (c) No Release at, from, in or on any site included in the Acquired Assets has occurred which would require reporting to Government Authorities or has caused or could reasonably be expected to cause claims for death, personal injury or property damage, or reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that Release had not occurred. (d) Neither Seller Sellers nor any agent or contractor of Seller Sellers has handled, treated, recycled, stored, transported or arranged for or permitted the transportation of, disposed of, or arranged for or permitted the disposal of, or Released any substance, including any Hazardous Substances (and no Acquired Asset is contaminated with any such Hazardous Substance), or owned or operated the Business or the Acquired Assets in a manner that could reasonably be expected to lead to any claim against Seller Sellers or the Acquired Assets, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA, RCRA or any other Environmental Laws. (e) No above ground or underground storage tanks that do not comply with applicable Laws, landfills, surface impoundments or disposal areas exist on or under any of the Acquired Assets. (f) Seller has Sellers have provided Buyer with copies of all environmental notices, violations, demands, orders, directives, investigations, studies, audits, assessments, reviews and other analyses conducted by or on behalf of the SellerSellers after July 1, 2009, or which otherwise are in the possession, custody or control of Seller Sellers respecting any facility, site or other property presently owned or operated by Seller Sellers and included (or a lease of which is included) in the Acquired AssetsAssets and which was conducted on or after July 1, 2009. (g) The transactions transaction contemplated by this Agreement will not result in any liabilities for site investigation or cleanup, or require the consent of any person, pursuant to any Environmental Laws, including any so-called “transaction-triggered” or “responsible property transfer” requirements. (h) Seller has Sellers have not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Laws. (i) No facts, events or conditions relating to the past or present facilities, properties or operations of Seller the Sellers will prevent, hinder or limit continued compliance with Environmental Laws, or give rise to any damages or any other liabilities under Environmental Laws.

Certain Environmental Matters. Except as set forth accurately disclosed in Section 3.9 of the Seller Disclosure Letter: SCHEDULE 4.15: (a) To to the best knowledge of Seller’s Knowledgethe Company, Seller the MTM Stockholders and the Stockholder, the Company has complied, and remains in compliance, with the provisions of all Environmental Laws applicable to it or any of its presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the Business and reporting by the Acquired Assets and with Company of all Governmental Requirements that are required pursuant to Environmental Laws for the occupation and operation sites presently owned or operated by it where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of the Business and the Acquired Assets. To the best of Seller’s Knowledge, no asbestos-containing materials in any form or condition or materials or equipment containing polychlorinated biphenyls exist within or on any real property or improvements thereon included (or a lease of which is included) in the Acquired Assets. otherwise handled; (b) Seller has not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities, including any investigatory, remedial or corrective liabilities, relating to Seller or no release (as defined in the Business or Acquired Assets arising under applicable Environmental Laws. (c) No Release at, from, in or on any site included in owned or operated by the Acquired Assets Company has occurred which would require reporting which, if all relevant facts were known to Government Authorities or has caused or could reasonably be expected to cause claims for deaththe relevant Governmental Authorities, personal injury or property damage, or reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that Release the release had not occurred. ; (dc) Neither Seller nor any agent or contractor of Seller the Company has handled, treated, recycled, stored, not transported or arranged for or permitted the transportation ofof any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed of, or arranged for the disposition of any Solid Wastes, Hazardous Wastes or permitted the disposal of, or Released any substance, including any Hazardous Substances (and no Acquired Asset is contaminated with at, any such Hazardous Substance), or owned or operated the Business or the Acquired Assets in a manner off-site location that could reasonably be expected to lead to any valid claim against Seller the Company, Purchaser or the Acquired AssetsMerger Sub, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA, RCRA or any other Environmental Laws. ; and (ed) No above ground or underground no storage tanks that do not comply with applicable Lawsexist, landfillsor, surface impoundments or disposal areas exist to the knowledge of the Company, the MTM Stockholders and the Stockholder, have existed, on or under any of the Acquired Assets. (f) Seller properties owned or operated by the Company from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. The Company has provided Buyer Purchaser with copies (or if not available, accurate written summaries) of all environmental notices, violations, demands, orders, directives, investigations, studies, audits, assessments, reviews and other analyses conducted by or on behalf of the Sellerits behalf, or which otherwise are in the possession, custody or control of Seller the Company respecting any facility, site or other property presently now or previously owned or operated by Seller and included (or a lease of which is included) in the Acquired AssetsCompany. (g) The transactions contemplated by this Agreement will not result in any liabilities for site investigation or cleanup, or require the consent of any person, pursuant to any Environmental Laws, including any so-called “transaction-triggered” or “responsible property transfer” requirements. (h) Seller has not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Laws. (i) No facts, events or conditions relating to the past or present facilities, properties or operations of Seller will prevent, hinder or limit continued compliance with Environmental Laws, or give rise to any damages or any other liabilities under Environmental Laws.

Certain Environmental Matters. Except as set forth accurately disclosed in Section 3.9 of the Seller Disclosure Letter: Schedule 2.15: (a) To the best of Seller’s Knowledge, Seller has Company and each Company Subsidiary have complied, and remains remain in compliance, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the Business reporting by the Company and the Acquired Assets and with each Company Subsidiary of all Governmental Requirements that are required pursuant to Environmental Laws for the occupation and operation sites presently owned or operated by any of the Business and the Acquired Assets. To the best them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of Seller’s Knowledge, no asbestos-containing materials in any form or condition or materials or equipment containing polychlorinated biphenyls exist within or on any real property or improvements thereon included (or a lease of which is included) in the Acquired Assets. otherwise handled; (b) Seller has not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities, including any investigatory, remedial or corrective liabilities, relating to Seller or the Business or Acquired Assets arising under no release (as defined in those Environmental Laws. (c) No Release at, from, in or on any site included in owned or operated by the Acquired Assets Company or any Company Subsidiary has occurred which would require reporting which, if all relevant facts were known to Government Authorities or has caused or could reasonably be expected to cause claims for deaththe relevant Governmental Authorities, personal injury or property damage, or reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that Release release had not occurred. ; (dc) Neither Seller neither the Company nor any Company Subsidiary (or any agent or contractor of Seller either) has handled, treated, recycled, stored, transported or arranged for or permitted the transportation ofof any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed of, or arranged for the disposition of any Solid Wastes, Hazardous Wastes or permitted the disposal of, or Released any substance, including any Hazardous Substances (and no Acquired Asset is contaminated with at, any such Hazardous Substance), or owned or operated the Business or the Acquired Assets in a manner off-site location that could reasonably be expected to lead to any claim against Seller the Company, any Company Subsidiary, ARS or the Acquired Assetsany Subsidiary of ARS, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA, RCRA or any other Environmental Laws. ; and (ed) No above ground or underground no storage tanks that do not comply with applicable Laws, landfills, surface impoundments or disposal areas exist on or under any of the Acquired Assets. (f) Seller properties owned or operated by the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. The Company has provided Buyer ARS with copies (or if not available, accurate written summaries) of all environmental notices, violations, demands, orders, directives, investigations, studies, audits, assessments, reviews and other analyses conducted by or on behalf of the Sellerbehalf, or which otherwise are in the possession, custody of the Company or control of Seller any Company Subsidiary respecting any facility, site or other property presently owned or operated by Seller the Company and included (or a lease of which is included) in the Acquired Assetseach Company Subsidiary. (g) The transactions contemplated by this Agreement will not result in any liabilities for site investigation or cleanup, or require the consent of any person, pursuant to any Environmental Laws, including any so-called “transaction-triggered” or “responsible property transfer” requirements. (h) Seller has not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Laws. (i) No facts, events or conditions relating to the past or present facilities, properties or operations of Seller will prevent, hinder or limit continued compliance with Environmental Laws, or give rise to any damages or any other liabilities under Environmental Laws.