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

Compliance with Laws; Environmental Matters. (a) Except for environmental matters, which are addressed in Section 4.17(b), (i) the PECO Entities are, and at all times since the Relevant Date have been, in material compliance with all Laws, including those relating to occupational health and safety, and all Judgments applicable to any PECO Entity or any assets owned or used by any of them; and (ii) to the Knowledge of PECO, no circumstances exist, and since the Relevant Date no event has occurred, that (with or without notice or lapse of time, or both) would constitute or result in a violation by any PECO Entity of, or a failure on the part of any PECO Entity to materially comply with, any Law, or any Judgment applicable to any PECO Entity or any assets owned or used by any of them, or would give rise to any material obligation on the part of any PECO Entity to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. No PECO Entity has received any written notice or, to the Knowledge of PECO, any other communication since the Relevant Date seeking any Judgment or alleging that any PECO Entity is not in compliance in any material respect with any Law or any Judgment. There are no Judgments applicable to any PECO Entity or any assets owned or used by any of them. PECO has made available for inspection by the Company prior to the date hereof all material Filings made by the PECO Entities with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied. (i) No PECO Entity has received any written notice prior to or since the Relevant Date, or prior to that for unresolved matters, that alleges material noncompliance with or material liability under any Environmental Law or material remedial obligations under any Environmental Law, including those relating to Hazardous Materials sent off-site for transportation, treatment or disposal by any PECO Entity; (ii) the PECO Entities hold, and are in material compliance with, all PECO Permits required on the part of the PECO Entities under Environmental Laws, and are in compliance and since the Relevant Date have complied in all material respects with all applicable Environmental Laws; (iii) the PECO Entities have not entered into or agreed to any Judgment and are not subject to any Proceeding or Judgment relating to alleged material non-compliance with or material liability under any Environmental Law since the Relevant Date; (iv) no PECO Entity has any material liabilities in connection with any Hazardous Materials or arising under any Environmental Laws in connection with the PECO Real Property, any real property formerly owned, operated or leased by any PECO Entity, or any other site where any PECO Entity has disposed of or arranged for the transportation, treatment or disposal of Hazardous Materials; and (v) there is no ongoing investigation or cleanup of Hazardous Materials occurring at any PECO Real Property. Notwithstanding anything herein to the contrary, except for Section 4.5 (No Conflicts; Consents), Section 4.6 (Absence of Changes or Events), Section 4.7 (SEC Documents), Section 4.9(a) (Real Property) and Section 4.14 (Insurance), the representations and warranties in this Section 4.17(b) are the exclusive representations and warranties concerning environmental matters, including any matters arising under Environmental Laws. (c) No PECO Entity, nor any joint venture to which any PECO Entity is a party, nor any of their respective directors, officers, employees or agents or any other Person authorized to act, or acting, on behalf of any PECO Entity, has, directly or indirectly, made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to or for the benefit of any government official, candidate for public office, political party, political campaign or other Person, private or public, regardless of form, whether in money, property, or services (i) for the purpose of (A) influencing any act or decision of such government official, candidate, party, campaign or other Person, (B) inducing such government official, candidate, party, campaign or other Person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any Person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper advantage or (ii) in violation of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. Sections 78dd-1, et seq. or other Law.

Compliance with Laws; Environmental Matters. (a) Except for environmental matters, which are addressed in Section 4.17(b), (i) the PECO Entities The Contributed Companies and Subsidiaries thereof are, and at all times since the Relevant Date have been, in material compliance with all Laws, including those relating to occupational health and safety, and all Judgments applicable to any PECO Entity Contributed Company or Subsidiary thereof or any assets owned or used by any of them; and (ii) to the Knowledge of PECOthe Contributors, no circumstances exist, and since the Relevant Date no event has occurred, that (with or without notice or lapse of time, or both) would constitute or result in a violation by any PECO Entity Contributed Company or Subsidiary thereof of, or a failure on the part of any PECO Entity Contributed Company or Subsidiary thereof to materially comply with, any Law, or any Judgment applicable to any PECO Entity Contributed Company or Subsidiary thereof or any assets owned or used by any of them, or would give rise to any material obligation on the part of any PECO Entity Contributed Company or Subsidiary thereof to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. No PECO Entity To Contributors’ Knowledge, no Contributor or Contributed Company or Subsidiary thereof has received any written notice or, to the Knowledge of PECO, any other communication since the Relevant Date seeking any Judgment or alleging that any PECO Entity a Contributed Company or Subsidiary thereof is not in compliance in any material respect with any Law or any Judgment. There are no Judgments Judgements applicable to any PECO Entity Contributed Company or Subsidiary thereof or any assets owned or used by any of them. PECO has The Contributors and the Contributed Companies have made available for inspection by the Company prior to PEGC I OP before the date hereof all material Filings made by the PECO Entities Contributors, with respect to their ownership or operation of the Contributed Companies, or by any Contributed Company or Subsidiary thereof with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied. (b) Except as set forth on Schedule 3.17(b): (i) No PECO Entity has no Contributor or Contributed Company or Subsidiary thereof has, with respect to the Real Property, received any written notice prior to or since the Relevant Date, or prior to that for unresolved matters, Date that alleges that any Contributed Company or Subsidiary thereof or any Real Property is not or was not in compliance in any material noncompliance respect with or material liability under any Environmental Law or is subject to material liability or remedial obligations under any Environmental Law, including those relating to Hazardous Materials sent off-site for transportation, treatment or disposal by that in each case that remains outstanding in any PECO Entitymaterial respect; (ii) the PECO Entities Contributed Companies and Subsidiaries thereof hold, and are in material compliance in all materials respects with, all PECO Permits required on the part of the PECO Entities Contributed Companies, the Subsidiaries thereof or the Contributed Businesses in respect of the Real Property under Environmental Laws, and are in compliance and since the Relevant Date have complied in all material respects with all applicable Environmental Laws; (iii) the PECO Entities Contributors have made available all material reports relating to any environmental investigation or cleanup in their reasonable possession or control relating to the Real Property (the “Environmental Reports”); (iv) the Contributed Companies and Subsidiaries thereof have not entered into or agreed to any Judgment and are not subject to any Proceeding or Judgment relating to alleged material non-compliance with or material liability under any Environmental Law or to investigation or cleanup of Hazardous Materials either since the Relevant DateDate or prior to the Relevant Date but which remain outstanding in any material respect as of the date hereof; (ivv) to the Knowledge of Contributors, no PECO Entity Contributed Company or Subsidiary thereof has any material liabilities in connection with any Hazardous Materials or arising under any Environmental Laws in connection with the PECO Real Property, any real property formerly ownedthat, operated individually or leased by any PECO Entityin the aggregate, have had or any other site where any PECO Entity has disposed would reasonably be expected to have a Contributed Company Material Adverse Effect; (vi) to Contributors’ Knowledge, except as disclosed in the Environmental Reports, there are no friable asbestos-containing materials or equipment or light fixtures containing polychlorinated biphenyls in damaged condition in violation of or arranged for the transportation, treatment or disposal of Hazardous Materials; applicable Environmental Laws and (v) there is no ongoing investigation or cleanup of Hazardous Materials occurring at at, any PECO Real Property; (vii) to Contributors’ Knowledge, no Contributor or Contributed Company or Subsidiary thereof has received any written notice from a Governmental Entity that it is a potentially responsible party under applicable Environmental Laws, or received any written request for information under Environmental Laws, relating to Hazardous Materials sent off-site for treatment or disposal by any Contributor, Contributed Company or Subsidiary thereof; and (viii) since the Relevant Date, or to Contributors’ Knowledge, prior to the Relevant Date, there have been no Releases of Hazardous Materials on, at or under any of the Real Property that has had or would reasonably be expected to result in a Contributed Company Material Adverse Effect. Notwithstanding anything herein to the contrary, except for Section 4.5 (No Conflicts; Consents), Section 4.6 (Absence of Changes or Events), Section 4.7 (SEC Documents), Section 4.9(a) (Real Property) and Section 4.14 (Insurance), the representations and warranties in Section 3.05(b) and this Section 4.17(b3.17(b) are the exclusive representations and warranties concerning environmental matters, including including, without limitation, any matters arising under Environmental Laws. (c) No PECO EntityContributed Company or Subsidiary thereof, nor any joint venture to which any PECO Entity Contributed Company or Subsidiary thereof is a party, nor any of their respective directors, officers, employees or agents or any other Person authorized to act, or acting, on behalf of any PECO EntityContributed Company or Subsidiary thereof, has, has directly or indirectly, indirectly made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to or for the benefit of any government official, candidate for public office, political party, political campaign or other Person, private or public, regardless of form, whether in money, property, or services (i) for the purpose of (A) influencing any act or decision of such government official, candidate, party, campaign or other Person, (B) inducing such government official, candidate, party, campaign or other Person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any Person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper advantage or (ii) in violation of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. Sections 78dd-1, et seq. or other Law.

Compliance with Laws; Environmental Matters. (a) Except for environmental mattersSeller has at all times conducted its business and the Assets have been held in compliance with all applicable laws, which are addressed in Section 4.17(b)regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller's and Bechard's knowledge, no such notice, advice, claim or complaint of any xxxx xx threatened. Seller has at all times complied and presently comply with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards. (b) Without limiting the generality of the foregoing, (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the PECO Entities arepresent use thereof comply in all respects with applicable fire codes, building codes, health codes, ordinances and at all times since regulations; (ii) the Relevant Date have been, business operations of Seller (including without limitation its leased and owned real property) are in material compliance with all Lawsapplicable statutes, including those regulations, ordinances, decrees or orders of governmental authorities relating to occupational health and safety, and all Judgments applicable to any PECO Entity or any assets owned or used by any of them; and the environment (iicollectively the "Environmental Laws") to the Knowledge of PECO, no circumstances exist, and since the Relevant Date no event has occurred, that (with or including without notice or lapse of time, or both) would constitute or result in a violation by any PECO Entity of, or a failure on the part of any PECO Entity to materially comply with, any Law, or any Judgment applicable to any PECO Entity or any assets owned or used by any of them, or would give rise to any material obligation on the part of any PECO Entity to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. No PECO Entity has received any written notice or, to the Knowledge of PECO, any other communication since the Relevant Date seeking any Judgment or alleging that any PECO Entity is not in compliance in any material respect with any Law or any Judgment. There are no Judgments applicable to any PECO Entity or any assets owned or used by any of them. PECO has made available for inspection by the Company prior to the date hereof all material Filings made by the PECO Entities with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied. (i) No PECO Entity has received any written notice prior to or since the Relevant Date, or prior to that for unresolved matters, that alleges material noncompliance with or material liability under any Environmental Law or material remedial obligations under any Environmental Law, including limitation those relating to Hazardous Materials sent off-site for transportation, treatment or disposal by any PECO Entity; (ii) the PECO Entities hold, and are in material compliance with, all PECO Permits required on the part of the PECO Entities under Environmental Laws, and are in compliance and since the Relevant Date have complied in all material respects with all applicable Environmental Lawsas hereinafter defined); (iii) the PECO Entities have not entered into no Hazardous Material has been spilled, released, deposited or agreed to discharged on any Judgment of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and are not subject to any Proceeding or Judgment relating to alleged material non-compliance with or material liability under any Environmental Law since the Relevant Datesuch real property is free from pollution; (iv) no PECO Entity notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any material liabilities in connection governmental authority with respect to (x) any Hazardous Materials or arising under alleged violation by Seller of any Environmental Laws Law; (y) any alleged failure by Seller to have any environmental permit required in connection with the PECO Real Propertyoperation of their business; or (z) any generation, any real property formerly ownedtreatment, operated or leased by any PECO Entitystorage, or any other site where any PECO Entity has disposed recycling, transportation of or arranged for the transportation, treatment or disposal of any Hazardous MaterialsMaterial; and (v) there is no ongoing investigation have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or cleanup of Hazardous Materials occurring at any PECO Real Propertyleased by Seller. Notwithstanding anything herein to the contrary, except for Section 4.5 (No Conflicts; Consents), Section 4.6 (Absence of Changes or Events), Section 4.7 (SEC Documents), Section 4.9(a) (Real Property) and Section 4.14 (Insurance)As used in this Agreement, the representations and warranties term Hazardous Material means any hazardous or toxic substance, material or waste or pollutants, contaminants or asbestos containing material which is regulated by any authority in this Section 4.17(b) are the exclusive representations and warranties concerning environmental matters, including any matters arising under Environmental Lawsjurisdiction in which Seller does business. (c) No PECO Entity, nor any joint venture to which any PECO Entity is a party, nor any of their respective directors, officers, employees or agents or any other Person authorized to act, or acting, on behalf of any PECO Entity, has, directly or indirectly, made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to or for the benefit of any government official, candidate for public office, political party, political campaign or other Person, private or public, regardless of form, whether in money, property, or services (i) for the purpose of (A) influencing any act or decision of such government official, candidate, party, campaign or other Person, (B) inducing such government official, candidate, party, campaign or other Person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any Person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper advantage or (ii) in violation of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. Sections 78dd-1, et seq. or other Law.

Compliance with Laws; Environmental Matters. (a) Except for environmental mattersComply, and cause each Subsidiary to comply, with all laws, ordinances, governmental rules and regulations to which it is subject, including, without limitation, all Environmental Laws, and obtain and keep in force any and all licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its Properties or to the conduct of its business, which are addressed in Section 4.17(b), violation or failure to obtain could reasonably be expected to cause a Material Adverse Effect. If Borrower shall (i) the PECO Entities arereceive notice that any violation of any Environmental Law may have been committed or is about to be committed by Borrower, and at all times since the Relevant Date have been, in material compliance with all Laws, including those relating to occupational health and safety, and all Judgments applicable to any PECO Entity or any assets owned or used by any of them; and (ii) to the Knowledge of PECO, no circumstances exist, and since the Relevant Date no event has occurred, that (with or without receive notice or lapse of time, or both) would constitute or result in a violation by any PECO Entity of, or a failure on the part of any PECO Entity to materially comply with, any Law, or any Judgment applicable to any PECO Entity or any assets owned or used by any of them, or would give rise to any material obligation on the part of any PECO Entity to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. No PECO Entity has received any written notice or, to the Knowledge of PECO, any other communication since the Relevant Date seeking any Judgment or alleging that any PECO Entity administrative or judicial complaint or order has been filed or is not in compliance in any material respect with any Law or any Judgment. There are no Judgments applicable about to any PECO Entity or any assets owned or used by any be filed against Borrower alleging violations of them. PECO has made available for inspection by the Company prior to the date hereof all material Filings made by the PECO Entities with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied. (i) No PECO Entity has received any written notice prior to or since the Relevant Date, or prior to that for unresolved matters, that alleges material noncompliance with or material liability under any Environmental Law or material remedial obligations under requiring Borrower to take any Environmental Law, including those relating to Hazardous Materials sent off-site for transportation, treatment or disposal by any PECO Entity; (ii) the PECO Entities hold, and are in material compliance with, all PECO Permits required on the part of the PECO Entities under Environmental Laws, and are in compliance and since the Relevant Date have complied in all material respects with all applicable Environmental Laws; (iii) the PECO Entities have not entered into or agreed to any Judgment and are not subject to any Proceeding or Judgment relating to alleged material non-compliance with or material liability under any Environmental Law since the Relevant Date; (iv) no PECO Entity has any material liabilities in connection with any Hazardous Materials or arising under any Environmental Laws action in connection with the PECO Real Propertyrelease of any Hazardous Waste into the environment, (iii) receive any real property formerly ownednotice from a federal, operated or leased by any PECO Entitystate, or any other site where any PECO Entity has disposed local governmental agency or private party alleging that Borrower may be liable or responsible for costs associated with a response to or cleanup of or arranged for the transportation, treatment or disposal a release of Hazardous Materials; and Waste into the environment or any damages caused thereby, (iv) receive any notice that Borrower is subject to federal, state or local investigation regarding the release of any Hazardous Waste into the environment, or (v) there is no ongoing investigation receive any notice that any Properties of Borrower are subject to a Lien in favor of any governmental entity for any liability under Environmental Laws or cleanup damages arising from or costs incurred by such governmental entity in response to a release of Hazardous Materials occurring at any PECO Real PropertyWaste into the environment, then Borrower shall promptly provide Collateral Agent and Lenders with a copy of such notice, and in no event later than five days from the Borrower's receipt thereof. Notwithstanding anything herein to Within ten (10) Business Days of Borrower having learned of the contrary, except for Section 4.5 (No Conflicts; Consents), Section 4.6 (Absence of Changes enactment or Events), Section 4.7 (SEC Documents), Section 4.9(a) (Real Property) and Section 4.14 (Insurance), the representations and warranties in this Section 4.17(b) are the exclusive representations and warranties concerning environmental matters, including any matters arising under Environmental Laws. (c) No PECO Entity, nor any joint venture to which any PECO Entity is a party, nor any of their respective directors, officers, employees or agents or any other Person authorized to act, or acting, on behalf promulgation of any PECO EntityEnvironmental Law pertaining specifically to Borrower or Borrower's industry, has, directly or indirectly, made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to or for the benefit of any government official, candidate for public office, political party, political campaign or other Person, private or public, regardless of form, whether in money, property, or services (i) for the purpose of (A) influencing any act or decision of such government official, candidate, party, campaign or other Person, (B) inducing such government official, candidate, party, campaign or other Person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or Borrower shall provide Collateral Agent and Lenders with any Person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper advantage or (ii) in violation of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. Sections 78dd-1, et seq. or other Lawnotice thereof.

Compliance with Laws; Environmental Matters. (a) Except for environmental matters, which are addressed in Section 4.17(b), and except as would not, individually or in the aggregate, reasonably be expected to have a PECO Material Adverse Effect: (i) the PECO Entities are, and at all times since the Relevant Date have been, in material compliance with all Laws, including those relating to occupational health and safety, and all Judgments applicable to any PECO Entity or any assets owned or used by any of them; and (ii) to the Knowledge of PECO, no circumstances exist, and since the Relevant Date no event has occurred, that (with or without notice or lapse of time, or both) would constitute or result in a violation by any PECO Entity of, or a failure on the part of any PECO Entity to materially comply with, any Law, or any Judgment applicable to any PECO Entity or any assets owned or used by any of them, or would give rise to any material obligation on the part of any PECO Entity to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. No ; (iii) there are no Judgments applicable to any PECO Entity or any assets owned or used by any of them; (iv) all Filings made by the PECO Entities with any Governmental Entity since the Relevant Date to the date of this Agreement were timely filed and were in compliance with all Laws when filed; (v) no deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied; and (vi) no PECO Entity has received any written notice or, to the Knowledge of PECO, any other communication since the Relevant Date seeking any Judgment or alleging that any PECO Entity is not in compliance in any material respect with any Law or any Judgment. There are no Judgments applicable to any PECO Entity or any assets owned or used by any of them. PECO has made available for inspection by the Company prior to the date hereof all material Filings made by the PECO Entities with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a PECO Material Adverse Effect: (i) No no PECO Entity has received any written notice prior to or since the Relevant Date, or prior to that for unresolved matters, that alleges material noncompliance with or material liability under any Environmental Law or material remedial obligations under any Environmental Law, including those relating to Hazardous Materials sent off-site for transportation, treatment or disposal by any PECO Entity; (ii) the PECO Entities hold, and are in material compliance with, all PECO Permits required on the part of the PECO Entities under Environmental Laws, and are in compliance and since the Relevant Date have complied in all material respects with all applicable Environmental Laws; (iii) the PECO Entities have not entered into or agreed to any Judgment and are not subject to any Proceeding or Judgment relating to alleged material non-compliance with or material liability under any Environmental Law since the Relevant Date; (iv) no PECO Entity has any material liabilities in connection with any Hazardous Materials or arising under any Environmental Laws in connection with the PECO Real Property, any real property formerly owned, operated or leased by any PECO Entity, or any other site where any PECO Entity has disposed of or arranged for the transportation, treatment or disposal of Hazardous Materials; and (v) there is no ongoing investigation or cleanup of Hazardous Materials occurring at any PECO Real Property. Notwithstanding anything herein to the contrary, except for Section 4.5 (No Conflicts; Consents), Section 4.6 (Absence of Changes or Events), Section 4.7 (SEC Documents), Section 4.9(a) (Real Property) and Section 4.14 (Insurance), the representations and warranties in this Section 4.17(b) are the exclusive representations and warranties concerning environmental matters, including any matters arising under Environmental Laws. (c) No To the Knowledge of PECO, no PECO Entity, nor any joint venture to which any PECO Entity is a party, nor any of their respective directors, officers, employees or agents or any other Person authorized to act, or acting, on behalf of any PECO Entity, has, directly or indirectly, made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to or for the benefit of any government official, candidate for public office, political party, political campaign or other Person, private or public, regardless of form, whether in money, property, or services (i) for the purpose of (A) influencing any act or decision of such government official, candidate, party, campaign or other Person, (B) inducing such government official, candidate, party, campaign or other Person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any Person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper advantage or (ii) in violation of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. Sections 78dd-1, et seq. or other Law.

Compliance with Laws; Environmental Matters. (a) Except for environmental matters, which are addressed as set forth in Section 4.17(bSchedule 3.6(a), (i) Seller, with respect to the PECO Entities areoperation of the Hospital, and at all times since the Relevant Date have been, is in material compliance with all applicable Laws, including those relating licenses, certificates, certificates of need (or exemptions or waivers therefrom) and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been delivered to occupational health and safety, and all Judgments applicable or filed or commenced against Seller alleging any failure to any PECO Entity or any assets owned or used by any of them; and (ii) to so comply. Notwithstanding the Knowledge of PECOforegoing, no circumstances exist, and since the Relevant Date no event has occurred, that (with provision of this Section 3.6(a) shall be deemed a representation or without notice or lapse of time, or both) would constitute or result in a violation warranty by any PECO Entity of, or a failure on the part of any PECO Entity Seller as to materially comply with, any Law, or any Judgment applicable to any PECO Entity or any assets owned or used by any of them, or would give rise to any material obligation on the part of any PECO Entity to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. No PECO Entity has received any written notice or, to the Knowledge of PECO, any other communication since the Relevant Date seeking any Judgment or alleging that any PECO Entity is not in compliance in any material respect with any Law or any Judgment. There are no Judgments applicable to any PECO Entity or any assets owned or used by any of them. PECO has made available for inspection by the Company prior to the date hereof all material Filings made by the PECO Entities with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfiedEnvironmental Laws. (ib) No PECO Entity Except as set forth on Schedule 3.6(b), Seller’s ownership and operation of the Hospital and the Acquired Assets is and has received any written notice prior to or since the Relevant Date, or prior to that for unresolved matters, that alleges material noncompliance with or material liability under any Environmental Law or material remedial obligations under any Environmental Law, including those relating to Hazardous Materials sent off-site for transportation, treatment or disposal by any PECO Entity; (ii) the PECO Entities hold, and are at all times been in material compliance with, all PECO Permits required on the part of the PECO Entities under Environmental Laws, and are in compliance and since the Relevant Date have complied in all material respects with all applicable Environmental Laws; (iii) the PECO Entities have not entered into or agreed to any Judgment and are not subject to any Proceeding or Judgment relating to alleged material non-compliance with or material liability under any Environmental Law since the Relevant Date; (iv) no PECO Entity has any material liabilities in connection with any Hazardous Materials or arising under any Environmental Laws in connection with the PECO Real Property, any real property formerly owned, operated or leased by any PECO Entity, or any other site where any PECO Entity has disposed of or arranged for the transportation, treatment or disposal of Hazardous Materials; and (v) there is no ongoing investigation or cleanup of Hazardous Materials occurring at any PECO Real Property. Notwithstanding anything herein to the contrary, except for Section 4.5 (No Conflicts; Consents), Section 4.6 (Absence of Changes or Events), Section 4.7 (SEC Documents), Section 4.9(a) (Real Property) and Section 4.14 (Insurance), the representations and warranties in this Section 4.17(b) are the exclusive representations and warranties concerning environmental matters, including any matters arising under Environmental Laws. (c) No PECO EntityExcept as set forth on Schedule 3.6(c), nor any joint venture to which any PECO Entity is a partySeller’s Knowledge, nor any of their respective directors, officers, employees or agents or any other Person authorized to act, or acting, on behalf of any PECO Entity, has, directly or indirectly, made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to or for the benefit of any government official, candidate for public office, political party, political campaign or other Person, private or public, regardless of form, whether in money, property, or services (i) the Real Property contains no underground storage tanks (except the USTs), or underground piping associated with such tanks, used currently or in the past for the purpose management of (A) influencing any act or decision of such government official, candidate, party, campaign or other Person, (B) inducing such government official, candidate, party, campaign or other Person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any Person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper advantage or Hazardous Substances and (ii) in violation no portion of the Foreign Corrupt Practices Act Real Property has been used as a dump or landfill or a storage, recycling or disposal facility for any Hazardous Substance, other than for the storage and disposal of 1977medical waste in connection with the ordinary-course operation of the Hospital. To Seller’s Knowledge, 15 U.S.C. Sections 78dd-1there has not been a Release or threatened Release of any Hazardous Substance at, et sequpon, in, under or from the Hospital or the Acquired Assets at any time, which Release would reasonably be expected to give rise to any liability under any Environmental Laws. (d) Seller has obtained all material licenses, permits, approvals and other governmental authorizations required under all applicable Environmental Laws in effect as of the date hereof (the “Environmental Permits”) for the ownership and operation of the Hospital and the Acquired Assets. All such Environmental Permits are in effect and no action to revoke or other Lawmodify any of such Environmental Permits is pending. (e) Except as otherwise set forth on Schedule 3.6(e), the Hospital has not been excluded from participation in any federal health care program, as such term is defined in section 1128B(f) of the Social Xxxxxxxx Xxx, 00 X.X.X. § 0000x-0x(x) and Seller has no Knowledge of any facts or circumstances that would give rise of a reason to believe it would be subject to exclusion in the future.