Common use of Compliance with Law; Environmental Matters Clause in Contracts

Compliance with Law; Environmental Matters. Except as set forth in Section 2.08 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, rule, regulation, decree, ordinance, code requirement or order of any governmental or regulatory authority or rule of common law, including, without limitation, all federal and state antitrust law (whether statutory or otherwise) (collectively, "Law") applicable to the Company or any of its subsidiaries, or any of the products produced, distributed marketed or sold by the Company or any of its subsidiaries, except for violations which would not constitute a Material Adverse Effect. Section 2.08 of the Company Disclosure Schedule sets forth a brief description of each order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any governmental or regulatory authority (each, a "Governmental Order") applicable to the Company and any of its subsidiaries. No such Governmental Order constitutes a Material Adverse Effect. Without limiting the foregoing, except as set forth in Section 2.08 of the Company Disclosure Schedule, (a) the Company and its subsidiaries have obtained and hold all Environmental Permits (other than those Environmental Permits the absence of which to obtain would not constitute a Material Adverse Effect), which are listed on Section 2.08 of the Company Disclosure Schedule, and to the Knowledge of the Company, there are no facts, conditions or circumstances that could reasonably form the basis for the revocation, denial of renewal, or material amendment or modification of any such Environmental Permit; (b) the Company and its subsidiaries are in compliance with all terms, conditions and provisions of all applicable Environmental Permits and Environmental Laws except for any non-compliance which would not constitute a Material Adverse Effect; (c) there are no pending or threatened Environmental Claims, which would constitute a Material Adverse Effect, against the Company or any of its subsidiaries, and the Company is not aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim, which would constitute a Material Adverse Effect, against the Company or any of its subsidiaries; (d) no Releases of Hazardous Materials have occurred at, from, in, to, on or under any Site and no Hazardous Materials are present in, on, about or migrating to or from any Site that are reasonably likely to rise to an Environmental Claim against the Company or any of its subsidiaries; (e) neither the Company, any subsidiary of the Company, any predecessor of the Company or any such subsidiary, nor any entity previously owned by the Company or any such subsidiary, has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-Site location which is reasonably likely to result in an Environmental Claim against the Company or any of its subsidiaries; (f) no Site is a current or proposed Environmental Clean-up Site; (g) there are no Liens (other than Permitted Liens) arising under or pursuant to any Environmental Law on any Site and there are no facts, circumstances, or conditions that could reasonably be expected to restrict, encumber, or result in the imposition of special conditions under any Environmental Law with respect to the ownership, occupancy, development, use or transferability of any Site; (h) there are no current or former underground storage tanks (active or abandoned), polychlorinated biphenyl containing equipment or asbestos containing material at any Site; and (i) there have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of the Company or any of its subsidiaries with respect to any Site which have not been delivered to or made available to Purchaser prior to the execution of this Agreement. To the Knowledge of the Company, except as disclosed in Schedule 2.08 of the Company Disclosure Schedule, there are no capital expenditures that the Company or its subsidiaries will be required to incur to comply with current or reasonably foreseeable Environmental Laws that could constitute a Material Adverse Effect.