Common use of Compliance; Governmental Authorizations Clause in Contracts

Compliance; Governmental Authorizations. (a) Each Purchaser and the Purchasers’ Business have been and are in compliance with all Laws, Orders or Permits applicable to its assets, properties, businesses and operations. Except as set forth on Schedule 7.20(a), no investigation or review by any Governmental Entity with respect to any Purchaser is pending or, to the Knowledge of the Purchasers, threatened, nor has any Governmental Entity notified any Purchaser of its intention to conduct the same, nor does there exist any basis therefor. (b) Each Purchaser has all Permits necessary or advisable for its operations and the conduct of the Purchasers’ Business, such Permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no Proceeding is pending or, to the Knowledge of the Purchasers, threatened to revoke or limit any thereof. Each Purchaser has taken all necessary action to maintain each Permit. Schedule 7.20(b) contains a true, correct and complete list of all Permits under which such Purchaser is operating or by which it or any of its assets or properties is bound, and each Purchaser has furnished to Seller true, correct and complete copies thereof. To the Knowledge of the Purchaser there is no proposed change in any applicable Law which would require any Purchaser or the Surviving Corporation to obtain any Permits not set forth on Schedule 7.20(b) in order to conduct the Purchasers’ Business as presently conducted or proposed to be conducted. None of the Permits set forth on Schedule 7.20(b) shall be adversely affected as a result of the Purchasers execution and delivery of, or the performance of its obligations under, this Agreement, any Related Document or the consummation of the Merger or any of the other transactions contemplated hereby or thereby. The Purchasers have delivered to the Sellers a true and correct copy of each Permit. (c) No Governmental Entity regulating the services performed by a Purchaser in connection with the Purchasers’ Business has requested that any such services be modified in any way. There is no Law, which would prohibit or restrict any Purchaser from, or otherwise materially adversely, affect the any Purchaser in, conducting the Purchasers’ Business as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct business.

Compliance; Governmental Authorizations. From August 1, 2005 through and including the date of this Agreement: (ai) Each Purchaser The Company has complied and is in compliance in all material respects with all laws, ordinances, regulations, interpretations and orders applicable to the Company, including any of the same applicable to the export of products and the Purchasers’ Business U.S. Foreign Corrupt Practices Act, the violation of which would or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company has all federal, state, local and foreign governmental licenses and permits necessary to conduct the business as currently conducted, except where the failure to obtain such licenses or permits would not or could not be reasonably expected to have been a Material Adverse Effect, and all such licenses and permits are in full force and effect. (ii) The Company has obtained and is in material compliance with all Lawsnecessary permits, Orders or Permits applicable to its assetslicenses, propertiescertificates, businesses registrations and operations. Except as set forth on Schedule 7.20(aauthorizations, including Integrated Pollution Prevention and Control permits (“Environmental Permits”), no investigation or review by any Governmental Entity with respect to any Purchaser is pending orrequired under all applicable Environmental Laws (as defined below), to the Knowledge of the Purchasers, threatened, nor has any Governmental Entity notified any Purchaser of its intention to conduct the same, nor does there exist any basis therefor. (b) Each Purchaser has and all Permits necessary or advisable for its operations and the conduct of the Purchasers’ Business, such Environmental Permits are in full force and effect. Such Environmental Permits can be transferred or assigned as contemplated herein without a material change in the terms or conditions of such Environmental Permits. The Company has not violated, no violations are or have been recorded is not in respect violation of, any requirements of any thereof and no Proceeding is pending orEnvironmental Laws in connection with the conduct of its business or in connection with the use, to the Knowledge maintenance or operation of the Purchasersany real property now owned or previously owned, threatened to revoke used or limit any thereof. Each Purchaser has taken all necessary action to maintain each Permit. Schedule 7.20(b) contains a true, correct and complete list of all Permits under which such Purchaser is operating leased or operated by which it or any of its assets appurtenances thereto or properties is bound, and each Purchaser has furnished to Seller true, correct and complete copies thereofimprovements thereon. To the Knowledge of the Purchaser Sellers, there is are no proposed change in present or past environmental conditions relating to the Company or relating to any applicable Law which would require real property now owned or previously owned, used, leased or operated by it or improvements thereon or real property previously owned, used, leased or operated by the Company or any Purchaser of their present or the Surviving Corporation past affiliates that could lead to obtain any Permits not set forth on Schedule 7.20(b) in order to conduct the Purchasers’ Business as presently conducted or proposed to be conducted. None liability of the Permits set forth on Schedule 7.20(b) shall be adversely affected as Company under the Environmental Laws (the “Environmental Conditions”). The Company has not received any written notice from any authority charged with the enforcement of Environmental Laws of a result of the Purchasers execution and delivery violation of, or the performance of its obligations any liability under, any requirements of any Environmental Laws, and no proceeding is pending to revoke or limit any Environmental Permit held by the Company. (iii) Except in material compliance with all Environmental Laws, there has been no Release (defined below) of any Hazardous Substances (defined below) in, on or affecting any properties now or previously owned or leased by the Company which has resulted in contamination in excess of applicable federal, state or local limits or could require remediation under any Environmental Law. No underground storage tanks are located at any property now owned or leased by the Company. All above-ground storage tanks located on any property now owned or leased by the Company have been used and maintained in material compliance with all applicable legal requirements, and no leakage or spillage has occurred with respect to any such above ground storage tank. (iv) The Company has not received any written notice that any property now or previously owned, operated or leased by the Company is listed or is proposed for listing on any registry of contaminated land sites or on any similar state or foreign list of sites requiring investigation or cleanup; and no Lien (other than Permitted Encumbrances) has been filed against either the personal or real property of the Company under any Environmental Law, regulation promulgated thereunder or order issued with respect thereto. (v) No asbestos or asbestos-containing materials, manufactured mineral fiber materials or polychlorinated biphenyl building materials have been installed in any buildings currently owned or leased by the Company. (vi) The Company has identified all chemical substances that must be registered under the European Union’s Registration, Evaluation and Authorization of Chemicals (REACH) Directive and all such chemical substances have been registered. (vii) The Company has not received written notice of any events, conditions, circumstances, activities, practices, incidents or actions which may interfere with or prevent continued compliance by the Company with Environmental Laws, or which may give rise to any legal liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation under applicable Environmental Laws. (viii) Neither the Company nor any Seller has received from any Person any written notice, demand, claim or other communication with respect to the operations or any real property owned or leased by the Company claiming, asserting or notifying of any violation or alleged violation of any Environmental Laws or demanding payment, contribution, indemnification, remedial action, removal action, financial assurance or any other action or inaction with respect to any actual or alleged environmental damage, condition or event or injury to persons, property or natural resources. (ix) The Company has truthfully and fully provided to Buyer, in writing, any and all material information relating to compliance with Environmental Laws or to environmental conditions in, on, under or from any real property owned or leased by the Company as of the date hereof that is known to the Company and that is contained in files and records of the Company, including but not limited to any reports related to Hazardous Substances in, on, under or from any real property and/or to the environmental condition of any real property owned or leased by the Company as of the date hereof. (x) As used in this Agreement, any Related Document or the consummation of following terms shall have the Merger or any of the other transactions contemplated hereby or thereby. The Purchasers have delivered to the Sellers a true and correct copy of each Permit. (c) No Governmental Entity regulating the services performed by a Purchaser in connection with the Purchasers’ Business has requested that any such services be modified in any way. There is no Law, which would prohibit or restrict any Purchaser from, or otherwise materially adversely, affect the any Purchaser in, conducting the Purchasers’ Business as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct business.following meanings:

Compliance; Governmental Authorizations. (a) Each Purchaser and Except as previously disclosed to OSG, no MOC Company has during the Purchasers’ Business have been and are past three years has received any notice asserting or charging that it is not in material compliance with all any foreign, federal, state or local laws, statutes, ordinances, rules, regulations and orders ("Laws, Orders or Permits ") applicable to the operation, conduct or ownership of its assetsbusiness insofar as it relates to the OSG Companies, propertiesMOC's employees, businesses the Assets, the MOC Leases and/or the MOC Subsidiaries, including without limitation matters relating to the environment, anti-competitive practices, improper payments, discrimination, employment, health and operations. Except as set forth on Schedule 7.20(asafety (including but not limited to the Occupational Safety and Health Act ("OSHA"), no investigation the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Oil Pollution Act of 1990, the Equal Employment Opportunity Act ("EEOC") or review by any Governmental Entity with respect to any Purchaser is pending oramendments thereto). The MOC Companies have, to the Knowledge best of the Purchaserstheir knowledge, threatenedall material foreign, nor has any Governmental Entity notified any Purchaser of its intention to conduct the samefederal, nor does there exist any basis therefor. state and local Government licenses, permits, approvals, authorizations and consents (b"Permits") Each Purchaser has all Permits necessary or advisable for its operations and in the conduct of their business insofar as it relates to the Purchasers’ BusinessOSG Companies, and such Permits are in full force and effect, and no violations are or notices of violation have been recorded received by an MOC Company in respect of any thereof thereof, and no Proceeding (other than any Proceeding heretofore disclosed by MOC to OSG) is pending or, to the Knowledge best of the Purchasersknowledge of any MOC Company, threatened to revoke or limit any thereof. Each Purchaser MOC has taken heretofore provided to OSG an accurate list of: (1) all necessary action to maintain each Permit. Schedule 7.20(b) contains a true, correct and complete list such Permits (none of all Permits under which such Purchaser is operating or by which it or any of its assets or properties is bound, and each Purchaser has furnished to Seller true, correct and complete copies thereof. To the Knowledge of the Purchaser there is no proposed change in any applicable Law which would require any Purchaser or the Surviving Corporation to obtain any Permits not set forth on Schedule 7.20(b) in order to conduct the Purchasers’ Business as presently conducted or proposed to be conducted. None of the Permits set forth on Schedule 7.20(b) shall will be adversely affected as a result of the Purchasers execution and delivery of, or the performance of its obligations under, this Agreement, in any Related Document or material respect by the consummation of the Merger or any of the other transactions contemplated hereby unless otherwise indicated on said Schedule) and (2) all consents, orders, decrees and other compliance agreements under which any MOC Company is operating or therebybound, copies of all of which have been furnished to OSG. The Purchasers have delivered Within the past three years, no MOC Company has entered into any agreement with, or had any material dispute with, any Government or other third party that could reasonably be expected to restrict the operation of its business insofar as it relates to the Sellers a true and correct copy of each PermitOSG Companies. (c) No Governmental Entity regulating the services performed by a Purchaser in connection with the Purchasers’ Business has requested that any such services be modified in any way. There is no Law, which would prohibit or restrict any Purchaser from, or otherwise materially adversely, affect the any Purchaser in, conducting the Purchasers’ Business as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct business.

Compliance; Governmental Authorizations. (a) Each Purchaser The Corporation (i) has complied with, and the Purchasers’ Business have been and are is in compliance with with, in all Laws, Orders or Permits respects all Laws (including all Environmental and Safety Requirements) applicable to it and its assetsbusiness (including, propertiesbut not limited to, businesses any and operations. Except as set forth on Schedule 7.20(aall Laws relating in any manner to the environment or the generation, treatment, storage, recycling, transportation, release or disposal of any materials into the environment), no investigation or review by any Governmental Entity with respect except where such noncompliance has not had, and is reasonably likely not to any Purchaser is pending orhave, to a Material Adverse Effect on the Knowledge of the PurchasersCorporation and its Subsidiaries (if any) taken as a whole, threatened, nor has any Governmental Entity notified any Purchaser of its intention to conduct the same, nor does there exist any basis therefor. and (bii) Each Purchaser has all Permits federal, state, local and foreign governmental licenses and permits (collectively, "PERMITS") used or necessary or advisable for its operations and in the conduct of the Purchasers’ Business, such its business. Such Permits are in full force and effect, no violations with respect to any thereof have occurred or are or have been recorded in respect of any thereof and recorded, no Proceeding is pending or, to the Best Knowledge of the PurchasersCorporation, threatened to revoke or limit any thereof. Each Purchaser has taken all necessary action to maintain each Permit. Schedule 7.20(b) SCHEDULE 3.15 hereto contains a true, correct true and complete list of (i) all such Permits and (ii) all Orders under which such Purchaser the Corporation is operating or bound. The Corporation has performed in all material respects all of the obligations required to be performed by which it to date under all applicable Laws, Permits and Orders, and there exists no condition, or any event which upon the giving of its assets or properties is bound, and each Purchaser has furnished to Seller true, correct and complete copies thereof. To the Knowledge of the Purchaser there is no proposed change in any applicable Law which would require any Purchaser notice or the Surviving passage of time, or both, would constitute a violation of any of such Laws, Permits or Orders, except where such violation is not reasonably likely to have a Material Adverse Effect on the Corporation to obtain and its Subsidiaries (if any) taken as a whole. (b) The Corporation is not responsible, or potentially responsible, for the remediation or cost of remediation of wastes, substances or materials at, on or beneath any Permits not set forth facilities or at, on Schedule 7.20(b) or beneath any land adjacent thereto or in order to conduct the Purchasers’ Business as presently conducted connection with any site or proposed location, wherever located (including any well, tank, pit, sump, pond, lagoon, tailings pile, spoil pile, impoundment, ditch, trench, drain, landfill, warehouse or waste storage container), where pollutants, contaminants or hazardous or toxic wastes, substances or materials have been deposited, stored, treated, reclaimed, disposed of, placed or otherwise come to be conducted. None of the Permits set forth on Schedule 7.20(b) shall be adversely affected as a result of the Purchasers execution and delivery of, or the performance of its obligations under, this Agreement, any Related Document or the consummation of the Merger or any of the other transactions contemplated hereby or therebylocated. The Purchasers have delivered to Corporation is not liable, directly or indirectly, in connection with any release by it of hazardous substance into the Sellers environment nor do there exist any facts upon which a true and correct copy finding of each Permitsuch liability could be based. (c) No Governmental Entity regulating As used herein, the services performed by a Purchaser in connection with term "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all Laws (including, but not limited to, common law), and all contractual obligations concerning public health and safety, worker health and safety, and pollution or protection of the Purchasers’ Business has requested that any such services be modified in any way. There is no Lawenvironment, which would prohibit or restrict any Purchaser fromincluding, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or otherwise materially adverselycleanup of any hazardous materials, affect substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, including, but not limited to, the any Purchaser inSolid Waste Disposal Act, conducting as amended, the Purchasers’ Business Clean Air Act, as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct businessamended, 42 U.S.C. ss. 7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et seq., the EmergencY Planning and Community Right-to-Know Act, as amended, 42 U.S.C. ss. 11001 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, the Hazardous Materials Transportation Uniform Safety Act, as amended, 49 U.S.C. ss. 1804 et seq., the Occupational Safety and Health Act oF 1970, as amended, and the rules and regulations promulgated thereunder.

Compliance; Governmental Authorizations. (a) Each Purchaser The Corporation (i) has complied with, and the Purchasers’ Business have been and are is in compliance with with, in all Laws, Orders or Permits respects all Laws (including all Environmental and Safety Requirements) applicable to it and its assetsbusiness (including, propertiesbut not limited to, businesses any and operations. Except as set forth on Schedule 7.20(aall Laws relating in any manner to the environment or the generation, treatment, storage, recycling, transportation, release or disposal of any materials into the environment), no investigation or review by any Governmental Entity with respect except where such noncompliance has not had, and is reasonably likely not to any Purchaser is pending orhave, to a Material Adverse Effect on the Knowledge of the PurchasersCorporation and its Subsidiaries (if any) taken as a whole, threatened, nor has any Governmental Entity notified any Purchaser of its intention to conduct the same, nor does there exist any basis therefor. and (bii) Each Purchaser has all Permits federal, state, local and foreign governmental licenses and permits (collectively, "PERMITS") used or necessary or advisable for its operations and in the conduct of the Purchasers’ Business, such its business. Such Permits are in full force and effect, no violations with respect to any thereof have occurred or are or have been recorded in respect of any thereof and recorded, no Proceeding is pending or, to the Best Knowledge of the PurchasersCorporation, threatened to revoke or limit any thereof. Each Purchaser has taken all necessary action to maintain each Permit. Schedule 7.20(b) SCHEDULE 3.15 hereto contains a true, correct true and complete list of (i) all such Permits and (ii) all Orders under which such Purchaser the Corporation is operating or bound. The Corporation has performed in all material respects all of the obligations required to be performed by which it to date under all applicable Laws, Permits and Orders, and there exists no condition, or any event which upon the giving of its assets or properties is bound, and each Purchaser has furnished to Seller true, correct and complete copies thereof. To the Knowledge of the Purchaser there is no proposed change in any applicable Law which would require any Purchaser notice or the Surviving passage of time, or both, would constitute a violation of any of such Laws, Permits or Orders, except where such violation is not reasonably likely to have a Material Adverse Effect on the Corporation to obtain and its Subsidiaries (if any) taken as a whole. (b) The Corporation is not responsible, or potentially responsible, for the remediation or cost of remediation of wastes, substances or materials at, on or beneath any Permits not set forth facilities or at, on Schedule 7.20(b) or beneath any land adjacent thereto or in order to conduct the Purchasers’ Business as presently conducted connection with any site or proposed location, wherever located (including any well, tank, pit, sump, pond, lagoon, tailings pile, spoil pile, impoundment, ditch, trench, drain, landfill, warehouse or waste storage container), where pollutants, contaminants or hazardous or toxic wastes, substances or materials have been deposited, stored, treated, reclaimed, disposed of, placed or otherwise come to be conducted. None of the Permits set forth on Schedule 7.20(b) shall be adversely affected as a result of the Purchasers execution and delivery of, or the performance of its obligations under, this Agreement, any Related Document or the consummation of the Merger or any of the other transactions contemplated hereby or therebylocated. The Purchasers have delivered to Corporation is not liable, directly or indirectly, in connection with any release by it of hazardous substance into the Sellers environment nor do there exist any facts upon which a true and correct copy finding of each Permitsuch liability could be based. (c) No Governmental Entity regulating As used herein, the services performed by a Purchaser in connection with term "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all Laws (including, but not limited to, common law), and all contractual obligations concerning public health and safety, worker health and safety, and pollution or protection of the Purchasers’ Business has requested that any such services be modified in any way. There is no Lawenvironment, which would prohibit or restrict any Purchaser fromincluding, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or otherwise materially adverselycleanup of any hazardous materials, affect substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, including, but not limited to, the any Purchaser inSolid Waste Disposal Act, conducting as amended, the Purchasers’ Business Clean Air Act, as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct businessamended, 42 U.S.C. ss. 7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et seq., the Emergency Planning and Community Right-to-Know Act, as amended, 42 U.S.C. ss. 11001 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, the Hazardous Materials Transportation Uniform Safety Act, as amended, 49 U.S.C. ss. 1804 et seq., the Occupational Safety and Health Act of 1970, as amended, and the rules and regulations promulgated thereunder.

Compliance; Governmental Authorizations. From August 1, 2005 through and including the date of this Agreement: (ai) Each Purchaser Seller has complied and the Purchasers’ Business have been and are is in compliance with all Lawsfederal, Orders or Permits state, local and foreign laws, ordinances, regulations, interpretations and orders applicable to its assetsSeller, properties, businesses and operations. Except as set forth on Schedule 7.20(a), no investigation or review by including any Governmental Entity with respect to any Purchaser is pending or, of the same applicable to the Knowledge export of products and the PurchasersU.S. Foreign Corrupt Practices Act, threatenedthe violation of which would or could reasonably be expected to have, nor individually or in the aggregate, a Material Adverse Effect on Seller, taken as a whole. Seller has any Governmental Entity notified any Purchaser of its intention all federal, state, local and foreign governmental licenses and permits necessary to conduct the samebusiness as currently conducted, nor does there exist any basis thereforexcept where the failure to obtain such licenses or permits would not or could not reasonably be expected to have a Material Adverse Effect, and all such licenses and permits are in full force and effect. (bii) Each Purchaser Seller has obtained and is in material compliance with all Permits necessary or advisable for its operations permits, licenses, certificates, registrations and the conduct of the Purchasers’ Businessauthorizations, including Integrated Pollution Prevention and Control permits, (“Environmental Permits”) required under all applicable Environmental Laws (as defined below), and all such Environmental Permits are in full force and effect, no violations are . Such Environmental Permits can be transferred or have been recorded assigned as contemplated herein without a material change in respect the terms or conditions of such Environmental Permits. Seller has not violated or is in violation of any thereof and no Proceeding is pending orrequirements of any Environmental Laws in connection with the conduct of its business or in connection with the use, to the Knowledge maintenance or operation of the Purchasersany real property now or previously owned, threatened to revoke used, leased or limit any thereof. Each Purchaser has taken all necessary action to maintain each Permit. Schedule 7.20(b) contains a true, correct and complete list of all Permits under which such Purchaser is operating or operated by which it or any of its assets appurtenances thereto or properties is bound, and each Purchaser has furnished to Seller true, correct and complete copies thereofimprovements thereon. To the Knowledge of the Purchaser Seller Parties, there is are no proposed change in present or past environmental conditions relating to Seller or relating to any applicable Law which would require real property now or previously owned, used, leased or operated by it or improvements thereon or real property previously owned, used, leased or operated by Seller or any Purchaser of their present or past affiliates that could lead to any liability of Seller under the Surviving Corporation to obtain Environmental Laws (“Environmental Conditions”). Seller has not received any Permits not set forth on Schedule 7.20(b) in order to conduct written notice from any authority charged with the Purchasers’ Business as presently conducted or proposed to be conducted. None enforcement of the Permits set forth on Schedule 7.20(b) shall be adversely affected as Environmental Laws of a result of the Purchasers execution and delivery violation of, or the performance of its obligations any liability under, any requirements of any Environmental Laws, and no proceeding is pending to revoke or limit any Environmental Permit held by Seller. (iii) Except in material compliance with all Environmental Laws, there has been no Release (defined below) of any Hazardous Substances (defined below) in, on or affecting any properties now or previously owned or leased by Seller, which has resulted in contamination in excess of applicable federal, state or local limits or could require remediation under any Environmental Law. No underground storage tanks are located at any property now owned or leased by Seller. All above-ground storage tanks located on any property now owned or leased by Seller have been used and maintained in material compliance with all applicable legal requirements, and no leakage or spillage has occurred with respect to any such above-ground storage tank. (iv) Seller has not received any written notice that any property now or previously owned, operated or leased by Seller is listed or is proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq. (“CERCLA”), the Comprehensive Environmental Response, Compensation and Liability Information System List (“CERCLIS”), any registry of contaminated land sites or on any similar state or foreign list of sites requiring investigation or cleanup; and no Lien (other than Permitted Encumbrances) has been filed against either the personal or real property of Seller under any Environmental Law, regulation promulgated thereunder or order issued with respect thereto. (v) No asbestos or asbestos-containing materials, manufactured mineral fiber materials or polychlorinated biphenyl building materials have been installed in any buildings currently owned or leased by Seller. (vi) Seller has identified all chemical substances that must be registered under the European Union’s Registration, Evaluation and Authorization of Chemicals (REACH) Directive and all such chemical substances have been registered. (vii) Neither Seller nor any Stockholder has received written notice of any events, conditions, circumstances, activities, practices, incidents or actions which may interfere with or prevent continued compliance by Seller with Environmental Laws, or which may give rise to any legal liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation under applicable Environmental Laws. (viii) Seller has not received from any Person any written notice, demand, claim or other communication with respect to the operations or any real property owned or leased by Seller claiming, asserting or notifying of any violation or alleged violation of any Environmental Laws or demanding payment, contribution, indemnification, remedial action, removal action, financial assurance or any other action or inaction with respect to any actual or alleged environmental damage, condition or event or injury to persons, property or natural resources. (ix) Seller has truthfully and fully provided to Buyer, in writing, any and all material information relating to compliance with Environmental Laws or to environmental conditions in, on, under or from any real property owned or leased by Seller as of the date hereof that is known to Seller and that is contained in files and records of Seller, including but not limited to any reports related to Hazardous Substances in, on, under or from any real property and/or to the environmental condition of any real property owned or leased by Seller as of the date hereof. (x) Seller has assessed and disclosed its environmental liabilities in compliance with FAS 5, 143 and FASB Interpretation No. 47. (xi) As used in this Agreement, any Related Document or the consummation of following terms shall have the Merger or any of the other transactions contemplated hereby or thereby. The Purchasers have delivered to the Sellers a true and correct copy of each Permit. (c) No Governmental Entity regulating the services performed by a Purchaser in connection with the Purchasers’ Business has requested that any such services be modified in any way. There is no Law, which would prohibit or restrict any Purchaser from, or otherwise materially adversely, affect the any Purchaser in, conducting the Purchasers’ Business as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct business.following meanings:

Compliance; Governmental Authorizations. (ai) Each Purchaser and the Purchasers’ Business have been and are in compliance with all Laws, Orders or Permits applicable to its assets, properties, businesses and operations. Except as set forth on in Schedule 7.20(a2.1(l), each Seller Party and Other Seller Party has complied and is in compliance in all material respects with all federal, state, local and foreign laws, ordinances, regulations, rulings, awards, statutes, interpretations and orders (including those relating to disposal of materials, environmental protection and occupational safety and health) applicable to the Seller and the Business or the Acquired Assets. There are no investigation present or review by any Governmental Entity with respect past conditions relating to the Seller or the Acquired Assets, or relating to any Company Property or any appurtenances thereto or improvements thereon, that could reasonably be expected to lead to any material liability against the Acquired Assets, the Business or the Purchaser or otherwise could reasonably be expected to have an adverse effect (other than individually and in the aggregate an immaterial adverse effect) on the Purchaser, the Business or the Acquired Assets, for violation of any applicable health or safety laws. No Seller Party or Other Seller Party has violated in any material respect (other than such violations that have been fully cured or remedied and pursuant to which such party has no liability (contingent or otherwise)), nor is pending oreither Seller Party or any Other Seller Party in violation in any material respect of, any requirements of any federal, state, local or foreign laws, ordinances, regulations, rulings, awards, statutes, interpretations and orders relating to transportation or disposal of materials or the discharge of chemicals, gases or other substances or Hazardous Materials (as defined below) into the environment or to the Knowledge safety or protection of the Purchasers, threatened, nor has any Governmental Entity notified any Purchaser of its intention to conduct environment (the same, nor does there exist any basis therefor. (b"Environmental Laws") Each Purchaser has all Permits necessary or advisable for its operations and in connection with the conduct of the Purchasers’ BusinessBusiness or in connection with the use, such Permits are in full force and effect, no violations are maintenance or have been recorded in respect operation of any thereof and Company Property. There are no Proceeding is pending or, present or past conditions relating to the Knowledge of Seller or the PurchasersAcquired Assets or relating to any Company Property, threatened nor are there any present or past conditions relating to revoke any immovable (real) property previously owned, leased or limit any thereof. Each Purchaser has taken all necessary action to maintain each Permit. Schedule 7.20(b) contains a true, correct and complete list of all Permits under which such Purchaser is operating or operated by which it the Seller or any of its assets present or properties is boundpast Affiliates, and each Purchaser has furnished that in any such case could reasonably be expected to Seller true, correct and complete copies thereof. To the Knowledge lead to any liability of the Purchaser there is no proposed change in any applicable Law which would require any Purchaser or the Surviving Corporation to obtain any Permits not set forth on Schedule 7.20(b) in order to conduct the Purchasers’ Business as presently conducted or proposed to be conducted. None of the Permits set forth on Schedule 7.20(b) shall be adversely affected as a result of the Purchasers execution and delivery of, or the performance of its obligations under, this Agreement, any Related Document or the consummation of the Merger or any of its Affiliates under any Environmental Law (other than liabilities that individually and in the aggregate are immaterial). Each Seller Party and Other Seller Party has operated each Company Property and has received, handled, used, stored, treated, transported, shipped and disposed of all Hazardous Materials, substances and wastes (whether or not on its properties or properties owned or operated by others) in compliance in all material respects with all applicable Environmental Laws (other transactions contemplated hereby than such instances of non-compliance that have been fully cured or thereby. The Purchasers have delivered remedied and pursuant to which such party has no liability (contingent or otherwise)) (other than liabilities that individually and in the Sellers a true and correct copy of each Permit. (c) No Governmental Entity regulating the services performed by a Purchaser in connection with the Purchasers’ Business has requested that any such services be modified in any wayaggregate are immaterial). There is are no Hazardous Materials currently located at, on or under any Company Property. "Hazardous Materials" means (A) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other Environmental Laws; (B) any "hazardous waste" or "petroleum," as defined by the Resource Conservation and Recovery Act, as amended; (C) any petroleum product; (D) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, substance or waste within the meaning of any other Environmental Law, which would prohibit as amended or restrict hereafter amended; or (E) any Purchaser fromradioactive material, including any source, special nuclear or otherwise materially adversely, affect the any Purchaser in, conducting the Purchasers’ Business by-product material as it is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct business.defined at