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

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.19, (a) each of the Company and each of its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and has all Permits material to, and necessary in, the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of any such Permits, and no proceeding is pending or, to the best knowledge of the Company, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and could not reasonably be expected to have a Material Adverse Effect, (c) all past Environmental Actions have been resolved without ongoing obligations or costs, and no circumstances exist that could (i) form the basis of an Environmental Action against the Company or any of its Subsidiaries or any of their properties or (ii) cause any such properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (d) (i) none of the properties currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property, (ii) there are no and, to the knowledge of the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by the Company or any of its Subsidiaries or, to the best knowledge of the Company, on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by the Company or any of its Subsidiaries, and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in a manner not expected to result in any liability to the Company or any of its Subsidiaries. Schedule 4.19 sets forth a list of all such Permits and the expiration dates thereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.19, (a) each of the Company and each of its Subsidiaries has complied, and is in compliance, compliance in all material respects with all Applicable Laws and has all Permits material to, and necessary in, to the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of any such Permits, and no action or proceeding is pending or, to the best knowledge of the CompanyIssuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and could not reasonably be expected to have a Material Adverse Effect, (cb) all past Environmental Actions have been resolved without ongoing obligations or costs, and (c) no events or circumstances exist that could (i) form the basis of an Environmental Action against the Company or any of its Subsidiaries or any of their currently owned or operated properties or (ii) cause any such properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, except for those which would not have a Material Adverse Effect, (d) (i) none of the properties currently or, to the knowledge of the CompanyIssuers, formerly owned or operated by the Company or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertysimilar list, (ii) there are no and, to the knowledge of the CompanyIssuers, never have been any underground or aboveground storage tanks and related piping or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by the Company or any of its Subsidiaries or, to the best knowledge of the CompanyIssuers, on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) there is no asbestos or asbestos-containing material on on, at or in any property property, facility or equipment currently owned or operated by the Company or any of its Subsidiaries, Subsidiaries and (iv) Hazardous Materials have not been released, discharged released or disposed of on on, at, under or from any property or facility currently or, to the best knowledge of the CompanyIssuers, formerly owned or operated by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the CompanyIssuers, formerly owned or operated by the Company or any of its Subsidiaries have been transported and disposed of in a manner which could not reasonably be expected to result in any liability to the Company or any of its Subsidiaries. Schedule 4.19 sets forth a list of all such Permits and the expiration dates thereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.19, (a) each The Company and its Subsidiaries are, and since January 1, 2011 have been, in compliance with all applicable Laws and are not under investigation with respect to any violation of any applicable Law. Since January 1, 2011, neither the Company and each nor any of its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and has all Permits material to, and necessary in, the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of received any such Permits, and no proceeding is pending or, to the best knowledge of the Company, threatened to revoke or limit communication from any Permit, except for violations and proceedings which, individually or in the aggregate, have not and could not reasonably be expected to have a Material Adverse Effect, (c) all past Environmental Actions have been resolved without ongoing obligations or costs, and no circumstances exist that could (i) form the basis of an Environmental Action against the Company Governmental Authority or any of its Subsidiaries or any of their properties or (ii) cause any such properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (d) (i) none of the properties currently or, to the knowledge of the Company, formerly owned or operated by other Person alleging that the Company or any of its Subsidiaries is listed in violation of, is not in compliance with or proposed for listing on the NPL or on the CERCLIS or has liability under any analogous foreign, state or local list or is adjacent to any such property, (ii) there applicable Law. There are no and, to the knowledge of the Company, never have been any underground Actions pending or aboveground storage tanks threatened against or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by the Company or any of its Subsidiaries or, to the best knowledge of the Company, on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by affecting the Company or any of its Subsidiaries, and there are no outstanding orders, judgments, consent decrees, injunctions, determinations or awards against or affecting the Company or any of the Subsidiaries arising under any applicable Law (b) Except as set forth in Section 3.13(b) of the Company Disclosure Letter, (i) the Company and its Subsidiaries hold all of the Company Permits and are, and since January 1, 2011 have been, in compliance with the Company Permits, (ii) the Company Permits are valid and in full force and effect, (iii) neither the Company nor any of its Subsidiaries is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any of the Company Permits and (iv) none of the Company Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the Transaction. Section 3.13(b) of the Company Disclosure Letter sets forth a list of each Company Permit and the issuing Governmental Authority. (c) No Release of Hazardous Materials have not been releasedSubstances has occurred at, discharged on, above, under or disposed of on from any property properties currently oror formerly owned, to the best knowledge of leased, operated or used by the Company, any of its Subsidiaries or any predecessors in interest that requires remedial action by the Company or any of its Subsidiaries or would reasonably be expected to result in liability to the Company or any of its Subsidiaries under any Environmental Law. The Company has made available to the SG Parties copies of all environmental assessments, investigations and studies in the possession, custody or control of the Company or any of its Subsidiaries, relating to properties or assets currently or formerly owned owned, leased, operated or operated used by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in a manner not expected to result in any liability to the Company or any of its Subsidiaries. Schedule 4.19 sets forth a list of all such Permits and the expiration dates thereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.194.21 and except as would not reasonably be expected to have a Company Material Adverse Effect, (a) each of the Company and each of its Subsidiaries has compliedcomplied during the past three years, and is in compliance, in all material respects with all Applicable Laws and has all Permits material to, and necessary in, the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of any such Permits, and no proceeding is pending or, to the best knowledge of the Company, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and could not reasonably be expected to have a Material Adverse Effect, (c) all past Environmental Actions have been resolved without ongoing current obligations or costs, and to the Company’s knowledge no circumstances exist that could reasonably be expected to (i) form the basis of an Environmental Action against the Company or any of its Subsidiaries or to the Company’s knowledge any of their respective properties or (ii) cause any such properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (d) (i) none of the properties currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such propertylist, (ii) there are no and, to the best knowledge of the Company, there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored treated or disposed on any property currently owned or operated by the Company or any of its Subsidiaries or, to the best knowledge of the Company, or on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) there is no asbestos or asbestos-containing material requiring removal or encapsulation on any property currently owned or operated by the Company or any of its Subsidiaries, and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in a manner not expected compliance with applicable Environmental Laws. The parties acknowledge that, as to result environmental matters, the representation and warranty in any liability this Section 4.21 shall be deemed made as of March 9, 2000, and the Closing Time, and, in that respect, the Company may supplement Schedule 4.21 by delivering to each Purchaser such supplement in writing prior to the Company or any Closing Time, such supplement to apply only to this representation and warranty (as given at the Closing Time) in respect of its Subsidiaries. Schedule 4.19 sets forth a list of all such Permits environmental matters and the expiration dates thereofto be reasonably acceptable to each Purchaser.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.19, (a1) each of the Company Parent and its Subsidiaries and each of their businesses, operations and real properties, taken as a whole, are and in the last five years have been in material compliance with all, and neither the Parent nor any of its Subsidiaries, taken as a whole, has any material liability under, Environmental Law; (2) each of the Parent and its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and has obtained all Permits material to, and necessary inrequired for, the conduct of its business businesses and operations and the ownership, operation and use of its assets, all as currently conducted and conducted, taken as a whole, under all Applicable Law, all such Permits are valid and in full force good standing and, under the currently effective business plans of the Parent and effectits Subsidiaries, no material expenditures or operational adjustments will be required during the next five years in order to renew or modify such Permits issued under any Environmental Law; (b3) there has been no violations have been recorded Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by the Parent or any of its Subsidiaries or their predecessors in respect interest that could result in material liability to the Parent or any of any such Permitsits Subsidiaries, and taken as a whole, under Environmental Law; (4) there is no proceeding is Environmental Action pending or, to the best knowledge of the Companyeach Issuer, threatened against and that is material to revoke the Parent or limit any Permitof its Subsidiaries, except for violations and proceedings whichtaken as a whole, individually or in relating to the aggregatereal property currently or formerly owned, have not and could not reasonably be expected leased or operated by the Parent or any of its Subsidiaries or relating to have the operations of the Parent or its Subsidiaries, taken as a Material Adverse Effect, (c) all past Environmental Actions have been resolved without ongoing obligations or costswhole, and there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Action; and (5) (i) none of the Parent or any of its Subsidiaries is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement that would be material to therein, taken as a whole, and none of the Parent or any of its Subsidiaries is conducting or financing any Response Action pursuant to any Environmental Law with respect to any location, and (ii) no circumstances exist that could (iA) form the basis of an a material Environmental Action against the Company Parent or any of its Subsidiaries or any of their properties real property, facilities or assets or (iiB) cause any such properties real property, facilities or assets to be subject to any restrictions material restriction on ownership, occupancy, use or transferability under any Environmental Law; (6) no real property or facility presently or formerly owned, (d) (i) none of the properties currently or, to the knowledge of the Company, formerly owned operated or operated leased by the Company Parent or any of its Subsidiaries and, to the best knowledge of each Issuer, no real property or facility presently or formerly used by the Parent or any of its Subsidiaries or any of their predecessors in interest is (i) listed or proposed for listing on the NPL National Priorities List promulgated pursuant to CERCLA or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property, (ii) there are no andlisted on the Comprehensive Environmental Response, Compensation, and Liability Information System promulgated pursuant to the knowledge of the Company, never have been any underground CERCLA or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed (iii) included on any property currently owned or operated similar list maintained by the Company or any of its Subsidiaries Governmental Authority including, without limitation, any such list relating to petroleum; (7) no Lien has been recorded or, to the best knowledge of the Companyeach Issuer, on threatened under any Environmental Law with respect to any real property formerly or other assets owned or operated by the Company Parent or any of its Subsidiaries; (8) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not affect the validity or require the transfer of any Permit held by the Parent or any of its Subsidiaries under Environmental Law, and will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup ("Notification") pursuant to any Governmental Real Property Disclosure Requirements(except for any Notifications the failure to make could not reasonably be expected to result in a Material Adverse Effect); and (9) the Parent has made available to each Purchaser all material records and files in the possession, custody or control of, or otherwise reasonably available to, the Parent or any of its Subsidiaries, (iii) there is no asbestos their agents, employees, or asbestos-containing material on any representatives concerning compliance with or liability under Environmental Law including, without limitation, those concerning the existence of Hazardous Material at real property or facilities currently owned or operated formerly owned, operated, leased or used by the Company or any of its Subsidiaries, and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company Parent or any of its Subsidiaries have been disposed of in a manner not expected to result in any liability to the Company or any of its Subsidiaries. Schedule 4.19 sets forth a list of all such Permits and the expiration dates thereofunder Environmental Law.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.19, (a) each of the Company and each of its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and has all Permits material to, and necessary in, the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of any such Permits, and no proceeding is pending or, to the best knowledge of the CompanyIssuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and could would not reasonably be expected to have a Material Adverse Effect, (c) all past Environmental Actions against the Company or any of its Subsidiaries or any of their properties have been resolved without ongoing obligations or costs, and no circumstances exist that could (i) form the basis of an Environmental Action against the Company or any of its Subsidiaries or any of their properties or (ii) cause any such properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (d) (i) none of the properties currently or, to the knowledge of the CompanyIssuers without inquiry, formerly owned or operated by the Company or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property, (ii) there are no and, to the knowledge of the CompanyIssuers without inquiry, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by the Company or any of its Subsidiaries or, to the best knowledge of the CompanyIssuers without inquiry, on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) to the best knowledge of the Issuers without inquiry, there is no asbestos or asbestos-containing material on any property currently owned or operated by the Company or any of its Subsidiaries, and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the best knowledge of the CompanyIssuers without inquiry, formerly owned or operated by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the CompanyIssuers without inquiry, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in a manner not expected to result in any liability to the Company or any of its Subsidiaries. Schedule 4.19 sets forth a list of all such Permits and the expiration dates thereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.19, (a) each of the Company and each of its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and has all Permits material to, and necessary in, the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of any such Permits, and no proceeding is pending or, to the best knowledge None of the Company, threatened any of its Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are subject to revoke Section 4.17(b)), or limit is in default with respect to any Permitjudgment, except for violations and proceedings whichwrit, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, have not a Material Adverse Effect. (b) Except as set forth in Schedule 4.17 and could except as to matters that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, (c) all past Environmental Actions have been resolved without ongoing obligations or costs, and no circumstances exist that could : (i) form the basis of an Environmental Action against the Company no written notice, request for information, order, complaint or any of its Subsidiaries or any of their properties or (ii) cause any such properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (d) (i) none of the properties currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property, (ii) there are no and, to the knowledge of the Company, never have penalty has been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by the Company or any of its Subsidiaries or, to the best knowledge of the Company, on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated received by the Company or any of its Subsidiaries, and (iv) Hazardous Materials have not been releasedthere are no judicial, discharged administrative or disposed of on any property currently other actions, suits or proceedings pending or, to the best knowledge Company’s knowledge, threatened which allege a violation of the Companyor liability under any Environmental Laws, formerly owned or operated by in each case relating to the Company or any of its Subsidiaries, (ii) each of the Company and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable Environmental Laws, (eiii) all to the Company’s knowledge, no Hazardous Materials transported to Material is located at, on or from under any property currently orowned, to the best knowledge of the Company, formerly owned operated or operated leased by the Company or any of its Subsidiaries have been disposed of in a manner not that would reasonably be expected to result in give rise to any cost, liability to or obligation of the Company or any of its Subsidiaries. Schedule 4.19 sets forth Subsidiaries under any Environmental Laws, and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Company or any of its Subsidiaries and transported to or Released at any location in a list manner that would reasonably be expected to give rise to any cost, liability or obligation of all the Company or any of its Subsidiaries under any Environmental Laws and (iv) there are no agreements in which the Company or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such Permits and case has not been made available to the expiration dates thereofPurchasers prior to the date hereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.194.18, (a) each of the Company and each of its Subsidiaries has complied, and is in compliance, compliance in all material respects with with, all Applicable Laws and has all Permits material to, and necessary in, the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of any such Permits, and no proceeding is pending or, to the best knowledge Knowledge of the CompanyIssuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and could would not reasonably be expected to have a Material Adverse Effect, (c) all past Environmental Actions have been resolved without ongoing obligations or costs, and no circumstances exist that could (i) form the basis on-going operations of an Environmental Action against the Company or any of its Subsidiaries or any of their properties or and each Subsidiary comply in all respects with all Environmental Laws, except such non-compliance which could not (iiif enforced in accordance with Applicable Law) cause any such properties reasonably be expected to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Lawresult in a Material Adverse Effect, (d) (i) none of the properties currently or, to the knowledge of the Company, formerly owned or operated by the Company or and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any of its Subsidiaries is listed or proposed Environmental Law and necessary for listing on the NPL or on the CERCLIS or any analogous foreigntheir respective ordinary course operations, state or local list or is adjacent to any such property, (ii) there are no and, to the knowledge of the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by and the Company or any of its Subsidiaries orand each Subsidiary are in compliance with all material terms and conditions thereof, except where the failure to the best knowledge of the Company, on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by the Company or any of its Subsidiaries, and (iv) Hazardous Materials have do so could not been released, discharged or disposed of on any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in a manner not reasonably be expected to result in any material liability to the Company or any Subsidiary and could not reasonably be expected to result in a Material Adverse Effect, (e) to the best of its Subsidiaries. Schedule 4.19 sets forth the Company's Knowledge, none of the Company, any Subsidiary or any of their respective properties or operations is subject to any outstanding written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance, except to the extent that the same would not reasonably be expected to result in a list Material Adverse Effect, (f) there are no Hazardous Substances or other conditions or circumstances existing with respect to any property, or arising from operations prior to the Closing Time, of all such Permits and the expiration dates thereofCompany or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect, (g) neither the Company nor any Subsidiary has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that are leaking or disposing of Hazardous Substances.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule SCHEDULE 4.19, (a) each of the Company and each of its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and has all Permits material to, and necessary in, the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of any such Permits, and no proceeding is pending or, to the best knowledge of the CompanyIssuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and could would not reasonably be expected to have a Material Adverse Effect, (c) all past Environmental Actions against the Company or any of its Subsidiaries or any of their properties have been resolved without ongoing obligations or costs, and no circumstances exist that could (i) form the basis of an Environmental Action against the Company or any of its Subsidiaries or any of their properties or (ii) cause any such properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (d) (i) none of the properties currently or, to the knowledge of the CompanyIssuers without inquiry, formerly owned or operated by the Company or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property, (ii) there are no and, to the knowledge of the CompanyIssuers without inquiry, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by the Company or any of its Subsidiaries or, to the best knowledge of the CompanyIssuers without inquiry, on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) to the best knowledge of the Issuers without inquiry, there is no asbestos or asbestos-containing material on any property currently owned or operated by the Company or any of its Subsidiaries, and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the best knowledge of the CompanyIssuers without inquiry, formerly owned or operated by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the CompanyIssuers without inquiry, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in a manner not expected to result in any liability to the Company or any of its Subsidiaries. Schedule SCHEDULE 4.19 sets forth a list of all such Permits and the expiration dates thereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.194.18, (a) each of the Company and each of its Subsidiaries has complied, and is in compliance, compliance in all material respects with with, all Applicable Laws and has all Permits material to, and necessary in, the conduct of its business as currently conducted and all such Permits are in full force and effect, (b) no violations have been recorded in respect of any such Permits, and no proceeding is pending or, to the best knowledge Knowledge of the CompanyIssuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and could would not reasonably be expected to have a Material Adverse Effect, (c) all past Environmental Actions have been resolved without ongoing obligations or costs, and no circumstances exist that could (i) form the basis on going operations of an Environmental Action against the Company or any of its Subsidiaries or any of their properties or and each Subsidiary comply in all respects with all Environmental Laws, except such non-compliance which could not (iiif enforced in accordance with Applicable Law) cause any such properties reasonably be expected to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Lawresult in a Material Adverse Effect, (d) (i) none of the properties currently or, to the knowledge of the Company, formerly owned or operated by the Company or and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any of its Subsidiaries is listed or proposed Environmental Law and necessary for listing on the NPL or on the CERCLIS or any analogous foreigntheir respective ordinary course operations, state or local list or is adjacent to any such property, (ii) there are no and, to the knowledge of the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by and the Company or any of its Subsidiaries orand each Subsidiary are in compliance with all material terms and conditions thereof, except where the failure to the best knowledge of the Company, on any property formerly owned or operated by the Company or any of its Subsidiaries, (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by the Company or any of its Subsidiaries, and (iv) Hazardous Materials have do so could not been released, discharged or disposed of on any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries, and (e) all Hazardous Materials transported to or from any property currently or, to the best knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in a manner not reasonably be expected to result in any material liability to the Company or any Subsidiary and could not reasonably be expected to result in a Material Adverse Effect, (e) to the best of its Subsidiaries. Schedule 4.19 sets forth the Company's Knowledge, none of the Company, any Subsidiary or any of their respective properties or operations is subject to any outstanding written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, En- vironmental Claim or Hazardous Substance, except to the extent that the same would not reasonably be expected to result in a list Material Adverse Effect, (f) there are no Hazardous Substances or other conditions or circumstances existing with respect to any property, or arising from operations prior to the Closing Time, of all such Permits the Company or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect and (g) neither the expiration dates thereofCompany nor any Subsidiary has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that are leaking or disposing of Hazardous Substances.