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

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.18, (a) each of the Company and 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 Knowledge of the Issuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and would not reasonably be expected to have a Material Adverse Effect, (c) the on going operations of the Company and each Subsidiary comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with Applicable Law) reasonably be expected to result in a Material Adverse Effect, (d) the Company and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and the Company and each Subsidiary are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in 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 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 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 the Company or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect and (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 4.184.19, (a) each of the Company and each of its Subsidiaries has complied, and is in compliance in all material respects with, 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 Knowledge best knowledge of the Issuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually (b) all Environmental Actions have been resolved without ongoing obligations or in the aggregate, have not and would not reasonably be expected to have a Material Adverse Effectcosts, (c) no events or circumstances exist that could (i) form the on going operations basis of an Environmental Action against the Company and each Subsidiary comply in all respects with all 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 LawsLaw, except such non-compliance for those which could would not (if enforced in accordance with Applicable Law) reasonably be expected to result in have a Material Adverse Effect, (d) (i) none of the properties currently or, to the knowledge of the Issuers, 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 similar list, (ii) there are no and, to the knowledge of the Issuers, never have been any underground storage tanks and each Subsidiary related piping or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have obtainedbeen treated, stored or disposed on any property currently owned or operated by the Company or any of its Subsidiaries or, to the knowledge of the Issuers, 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, at or in any property, facility or equipment currently owned or operated by the Company or any of its Subsidiaries and (iv) Hazardous Materials have not been released or disposed of on, at, under or from any property or facility currently or, to the knowledge of the Issuers, formerly owned or operated by the Company or any of its Subsidiaries, and maintained in good standing(e) all Hazardous Materials transported to or from any property currently or, all licensesto the knowledge of the Issuers, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and formerly owned or operated by the Company or any of its Subsidiaries have been transported and each Subsidiary are disposed of in compliance with all material terms and conditions thereof, except where the failure to do so a manner which could not reasonably be expected to result in material any 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 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 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 the Company or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect and (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 Substancesits Subsidiaries.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.184.19, (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 Knowledge best knowledge of the Issuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and 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 going operations ownership, occupancy, use or transferability under any Environmental Law, (d) (i) none of the properties currently or, to the knowledge of the Issuers 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 Issuers 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 Issuers 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 each Subsidiary comply (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the best knowledge of the Issuers 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 Issuers without inquiry, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in all respects with all Environmental Laws, except such non-compliance which could a manner not (if enforced in accordance with Applicable Law) reasonably be expected to result in a Material Adverse Effect, (d) the Company and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and the Company and each Subsidiary are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to the Company or any Subsidiary of its Subsidiaries. Schedule 4.19 sets forth a list of all such Permits and could not reasonably be expected to result in a Material Adverse Effect, (e) to the best of 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 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 the Company or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect and (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 Substancesexpiration dates thereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.184.21 and except as would not reasonably be expected to have a Company Material Adverse Effect, (a) each of the Company and its Subsidiaries has compliedcomplied during the past three years, 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 Knowledge best knowledge of the IssuersCompany, threatened to revoke or limit any Permit, except for violations (c) all past Environmental Actions have been resolved without current obligations or costs, and proceedings which, individually or in to the aggregate, have not and would not Company’s knowledge no circumstances exist that could reasonably be expected to have a Material Adverse Effect, (ci) form the on going operations basis of the Company and each Subsidiary comply in all respects with all an Environmental Laws, except such non-compliance which could not (if enforced in accordance with Applicable Law) reasonably be expected to result in a Material Adverse Effect, (d) the Company and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and the Company and each Subsidiary are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to Action against the Company or any Subsidiary and could not reasonably be expected to result in a Material Adverse Effect, (e) of its Subsidiaries or to the best of the Company's Knowledge, none of the Company, any Subsidiary or ’s knowledge any of their respective properties or operations is (ii) cause any such properties to be subject to any outstanding written order from restrictions on ownership, occupancy, use or agreement with transferability under any FederalEnvironmental 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 governmental authoritylist, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, En- vironmental Claim or Hazardous Substance, except (ii) to the extent that best knowledge of the same would not reasonably be expected to result in a Material Adverse EffectCompany, (f) 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 Substances Materials are being or other conditions have been treated or circumstances existing disposed on any property currently owned or operated by the Company or any of its Subsidiaries 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 compliance with respect applicable Environmental Laws. The parties acknowledge that, as to any propertyenvironmental matters, or arising from operations the representation and warranty in 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 Closing Time, such supplement to apply only to this representation and warranty (as given at the Closing Time) in respect of the Company or any Subsidiary that would environmental matters and to be reasonably be expected acceptable to result in a Material Adverse Effect and (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 Substanceseach Purchaser.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.18, (a) each of the Company and 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 Knowledge of the Issuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and would not reasonably be expected to have a Material Adverse Effect, (c) the on on-going operations of the Company and each Subsidiary comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with Applicable Law) reasonably be expected to result in a Material Adverse Effect, (d) the Company and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and the Company and each Subsidiary are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in 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 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 Environmental Claim or Hazardous Substance, except to the extent that the same would not reasonably be expected to result in a 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 the Company or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect and 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 4.184.19, (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 Knowledge best knowledge of the IssuersCompany, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and would 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 going operations 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 each Subsidiary comply (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 all respects with all Environmental Laws, except such non-compliance which could a manner not (if enforced in accordance with Applicable Law) reasonably be expected to result in a Material Adverse Effect, (d) the Company and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and the Company and each Subsidiary are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to the Company or any Subsidiary of its Subsidiaries. Schedule 4.19 sets forth a list of all such Permits and could not reasonably be expected to result in a Material Adverse Effect, (e) to the best of 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 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 the Company or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect and (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 Substancesexpiration dates thereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.18SCHEDULE 4.19, (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 Knowledge best knowledge of the Issuers, threatened to revoke or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and 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 going operations ownership, occupancy, use or transferability under any Environmental Law, (d) (i) none of the properties currently or, to the knowledge of the Issuers 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 Issuers 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 Issuers 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 each Subsidiary comply (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the best knowledge of the Issuers 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 Issuers without inquiry, formerly owned or operated by the Company or any of its Subsidiaries have been disposed of in all respects with all Environmental Laws, except such non-compliance which could a manner not (if enforced in accordance with Applicable Law) reasonably be expected to result in a Material Adverse Effect, (d) the Company and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and the Company and each Subsidiary are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to the Company or any Subsidiary of its Subsidiaries. SCHEDULE 4.19 sets forth a list of all such Permits and could not reasonably be expected to result in a Material Adverse Effect, (e) to the best of 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 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 the Company or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect and (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 Substancesexpiration dates thereof.

Compliance with Laws; Permits; Environmental Matters. Except as provided in Schedule 4.184.19, (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 and effectgood standing and, (b) no violations have been recorded in respect of any such Permits, and no proceeding is pending or, to under the Knowledge currently effective business plans of the IssuersParent and its Subsidiaries, threatened no material expenditures or operational adjustments will be required during the next five years in order to revoke renew or limit any Permit, except for violations and proceedings which, individually or in the aggregate, have not and would not reasonably be expected to have a Material Adverse Effect, (c) the on going operations of the Company and each Subsidiary comply in all respects with all Environmental Laws, except modify such non-compliance which could not (if enforced in accordance with Applicable Law) reasonably be expected to result in a Material Adverse Effect, (d) the Company and each Subsidiary have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required Permits issued under any Environmental Law and necessary for Law; (3) there has been no 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 respective ordinary course operations, and the Company and each Subsidiary are predecessors in compliance with all material terms and conditions thereof, except where the failure to do so interest that could not reasonably be expected to result in material liability to the Company Parent or any Subsidiary of its Subsidiaries, taken as a whole, under Environmental Law; (4) there is no Environmental Action pending or, to the best knowledge of each Issuer, threatened against and that is material to the Parent or any of its Subsidiaries, taken as a whole, or relating to the real property currently or formerly owned, leased or operated by the Parent or any of its Subsidiaries or relating to the operations of the Parent or its Subsidiaries, taken as a whole, 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 (A) form the basis of a material Environmental Action against the Parent or any of its Subsidiaries or any of their real property, facilities or assets or (B) cause any such real property, facilities or assets to be subject to any material restriction on ownership, occupancy, use or transferability under any Environmental Law; (6) no real property or facility presently or formerly owned, operated or leased by the 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 National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation, and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including, without limitation, any such list relating to petroleum; (7) no Lien has been recorded or, to the best knowledge of each Issuer, threatened under any Environmental Law with respect to any real property or other assets owned by the 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, (e) to custody or control of, or otherwise reasonably available to, the best of the Company's Knowledge, none of the Company, any Subsidiary Parent or any of its Subsidiaries, their respective properties agents, employees, or operations is subject to 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 or formerly owned, operated, leased or used by the Parent or 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 of its Subsidiaries under Environmental Law, En- vironmental Claim or Hazardous Substance, except to the extent that the same would not reasonably be expected to result in a 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 the Company or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect and (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.