Common use of Compliance With Applicable Laws Environmental Matters Clause in Contracts

Compliance With Applicable Laws Environmental Matters. (i) Except as set forth in Schedule 4(m), the each of the Sellers, to the knowledge of each of the Sellers and Seller Related Parties, is in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any governmental authority or instrumentality, domestic or foreign, except where noncompliance would not have a material adverse effect on the assets, financial condition or results of operations of the Acquired Business. Except as set forth in Schedule 4(m), none of the Sellers or Seller Related Parties has received any written communication from a governmental authority that alleges that any of the Sellers is not in compliance, in respect of the Acquired Business, in all material respects, with applicable laws, ordinances, rules and regulations. (ii) Except as set forth in Schedule 4(m), to the knowledge of each of the Sellers and Seller Related Parties, none of the operations or properties of any of the Sellers is the subject of any investigation, in respect of the Acquired Business, evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance (defined below) into the environment, and none of the Sellers has received any written communication from a governmental authority that alleges that any of the Sellers is not in compliance in any material respects, with any applicable foreign laws, ordinances, rules and regulations relating to the environment ("Environmental Laws") in respect of the Acquired Business. Each of the Sellers has filed all material notices required in respect of the Acquired Business to be filed by them under any Environmental Law. To the knowledge of the Sellers and Seller Related Parties, none of the Sellers has any material contingent liabilities in respect of the Acquired Business in connection with any Hazardous Substance that individually or in the aggregate would have adverse effect on the assets, financial condition or results of operations of the Acquired Business. "Hazardous Substance" includes: (i) any hazardous, toxic or dangerous waste, substance or material defined as such in (or for the purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and any so-called superfund or superlien law, or any other Environmental Law, including Environmental Laws relating to or imposing liability or standards of conduct concerning any hazardous or toxic waste, substance or material in effect on the date of this Agreement, (ii) asbestos or polychlorinated biphenyls, and (iii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any federal, state, foreign or local governmental authority pursuant to any Environmental Law or any health and safety or similar law, code, ordinance, rule or regulation, order or decree, and which could reasonably pose a hazard to the health and safety of workers at or users of any properties included in the Acquired Assets or cause damage to the environment.

Compliance With Applicable Laws Environmental Matters. (i) Except as set forth in Schedule 4(m), the each of the Sellers, to the knowledge of each of the Sellers and Seller Related Parties, The Company is in compliance with all applicable statutes, laws, ordinances, rules, orders orders, permits and regulations of any governmental authority or instrumentality, domestic or foreignGovernmental Entity ("Applicable Laws"), except where for instances of noncompliance that would not have a material adverse effect Material Adverse Effect on the assetsCompany. This Section 4(o)(i) does not relate to matters with respect to environmental matters, financial condition or results which are the subject of operations of the Acquired Business. Except as set forth in Schedule 4(mSection 4(o)(ii)-(iv), none of the Sellers or Seller Related Parties has received any written communication from a governmental authority that alleges that any of the Sellers is not in compliance, in respect of the Acquired Business, in all material respects, with applicable laws, ordinances, rules and regulations. (ii) Except as set forth in Schedule 4(mNeither Seller nor the Company has received any written or oral notice alleging that the Company has or may have any environmental liability (whether accrued, absolute, contingent, unliquidated or otherwise and including without limitation any investigatory, remedial or corrective obligations). (iii) Neither the Company nor, to the knowledge of each of the Sellers and Seller Related PartiesSeller, none of the operations or properties of any of its predecessors or any other person for which they may be obligated has disposed of or released any hazardous or regulated material in a manner that would have a Material Adverse Effect on the Sellers is the subject of any investigation, in respect of the Acquired Business, evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance Company. (defined belowiv) into the environment, and none of the Sellers has received any written communication from a governmental authority that alleges that any of the Sellers is not in compliance in any material respects, with any applicable foreign laws, ordinances, rules and regulations relating to the environment ("Environmental Laws") in respect of the Acquired Business. Each of the Sellers has filed all material notices required in respect of the Acquired Business to be filed by them under any Environmental Law. To the knowledge of the Sellers and Seller Related PartiesSeller, none of the Sellers has any material contingent liabilities in respect of the Acquired Business in connection with any Hazardous Substance that individually or in the aggregate would have adverse effect on the assets, financial condition or results of operations of the Acquired Business. "Hazardous Substance" includes: (i) any hazardous, toxic or dangerous waste, substance or material defined as such in (or for the purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and any so-called superfund or superlien law, or any other Environmental Law, including Environmental Laws relating to or imposing liability or standards of conduct concerning there is no contamination from any hazardous or toxic wasteregulated material at, substance on, upon, or material in effect under the Property or any real property the Company formerly owned, leased, operated, or controlled, that would have a Material Adverse Effect on the date Company. (v) To the knowledge of this AgreementSeller, there currently exist no conditions, circumstances, or events that reasonably could be expected to result in the Company incurring any expenditure to comply with Applicable Laws that would have a Material Adverse Effect on the Company. (iivi) asbestos To the knowledge of Seller, no environmental studies, reports, assessments, sampling results, or polychlorinated biphenylsaudits with respect to real property currently owned, and (iii) leased, operated or controlled by the Company have been conducted by the Company during its tenure at such property or, to Seller's knowledge, during any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any federal, state, foreign or local governmental authority pursuant to any Environmental Law or any health and safety or similar law, code, ordinance, rule or regulation, order or decree, and which could reasonably pose a hazard to the health and safety of workers at or users of any properties included in the Acquired Assets or cause damage to the environmenttime.

Compliance With Applicable Laws Environmental Matters. (ia) Except as set forth in Schedule 4(m), the each of the Sellers, to the knowledge of each of the Sellers and Seller Related Parties, The Business is in compliance in all material respects with all applicable statutes, laws, ordinances, rules, orders and regulations of any governmental authority or instrumentality, domestic or foreign, except where noncompliance would not have a material adverse effect on the assets, financial condition or results of operations of the Acquired BusinessApplicable Laws. Except as set forth in Schedule 4(m), none of the Sellers or Neither Parent nor Seller Related Parties has received any written communication during the past three years from a governmental authority Governmental Entity or any other person that alleges that any of the Sellers is not in compliance, in respect of the Acquired Business, in all material respects, with applicable laws, ordinances, rules and regulations. (ii) Except as set forth in Schedule 4(m), to the knowledge of each of the Sellers and Seller Related Parties, none of the operations or properties of any of the Sellers is the subject of any investigation, in respect of the Acquired Business, evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance (defined below) into the environment, and none of the Sellers has received any written communication from a governmental authority that alleges that any of the Sellers Business is not in compliance in any material respects, respect with any applicable foreign lawsApplicable Law. This Section 3.19(a) does not relate to matters with respect to Taxes, ordinanceswhich are the subject of Section 3.15, rules and regulations relating or to environmental matters, which are the environment subject of Section 3.19(b). ("Environmental Laws"b) During the past three years, neither Parent nor Seller has received any communication from a Governmental Entity or other person that alleges that the Business is not in compliance in any material respect of the Acquired Business. Each of the Sellers with, or has filed all or may have material notices required in respect of the Acquired Business to be filed by them under liability under, any Environmental Law. To Each of Seller and the Business has been and is in compliance in all material respects with applicable Environmental Laws, including possession of and compliance with all material Permits required to conduct the Business under applicable Environmental Laws. There are no Environmental Claims pending or, to the knowledge of Parent or Seller, threatened against or affecting Seller with respect to the Sellers Business, and Seller Related Parties, none of the Sellers has any material contingent liabilities in Business or Seller (with respect of to the Business) or the Acquired Assets is subject to, and neither the Business in connection nor Seller has entered into or agreed to, any Judgment relating to compliance with any Environmental Law or to investigation or remediation of Hazardous Substance that individually Materials. No Hazardous Materials have been generated, stored, used, transported or in the aggregate would have adverse effect on the assetsReleased in, financial condition on, at, under or results of operations of the Acquired Business. "Hazardous Substance" includes: (i) from any hazardous, toxic or dangerous waste, substance or material defined as such in (or for the purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and any so-called superfund or superlien lawBusiness Property, or any other property in connection with the Business, in each case except in compliance in all material respects with, and in a manner not reasonably expected to result in material liability under, applicable Environmental LawLaws. No underground storage tanks, including material amounts of asbestos-containing materials or articles or equipment containing polychlorinated biphenyls are currently located at, on, in or under any Business Property. Seller has delivered to Parent true and complete copies of all environmental studies, investigations and similar evaluations and reports performed or obtained in connection with the facilities currently owned or leased by the Business on or after May 12, 1995. Notwithstanding any other provision of this Agreement (other than Sections 3.03, 3.04, 3.12 and 3.13), no representation or warranty is made in this Agreement except in this Section 3.19(b) as to compliance with, or violation of, Environmental Laws relating to or imposing liability or standards of conduct concerning any hazardous or toxic waste, substance or material in effect on the date Laws. For purposes of this Agreement: Table of Contents (i) The term “Environmental Claim” means any administrative, regulatory or judicial Proceeding, Judgment, investigation or written or oral notice of noncompliance or violation by or from any person alleging liability of whatever kind or nature (iiincluding liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resource damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) asbestos arising out of, based on or polychlorinated biphenylsresulting from (A) the presence or Release of, and or exposure to, any Hazardous Materials at any location; or (iiiB) any other chemical, material or substance, exposure the failure to which is prohibited, limited or regulated by any federal, state, foreign or local governmental authority pursuant to comply with any Environmental Law or any health and safety or similar law, code, ordinance, rule or regulation, order or decree, and which could reasonably pose a hazard to the health and safety of workers at or users of any properties included in the Acquired Assets or cause damage to the environmentLaw.