Common use of Compliance With Legislation Regulating Environmental Quality Clause in Contracts

Compliance With Legislation Regulating Environmental Quality. (a) None of the following exists at, on, under or around any of the Facilities: (i) toxic wastes or other toxic or hazardous substances or materials; (ii) asbestos-containing materials in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) wetlands. (b) The Facilities have been maintained in compliance with all applicable Environmental and Safety Requirements. (c) Seller has not received any written notice, report or other information regarding any liabilities or potential liabilities it may have (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, arising under any Environmental and Safety Requirements. (d) Seller has obtained and complied with, and is in compliance with, all Permits and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation of the Facilities or the operation of the Business. (e) No facts, events or conditions relating to any of the Purchased Assets or the past or present Facilities or operations of the Business will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to the Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including relating to on-site or off-site releases or threatened releases of hazardous or otherwise regulated materials, substances or wastes, personal injury, property damage or natural resources damage. (f) Neither this Agreement nor the transactions contemplated by the Transaction Documents impose any obligations for off-site investigation or cleanup, or notification to or consent of any governmental entity or third party pursuant to any Environmental and Safety Requirements. (g) Seller has not expressly or by operation of law assumed or undertaken any liability or corrective or remedial obligations of any other Person relating to Environmental and Safety Requirements. (h) No Encumbrance relating to any liability of the Purchased Assets, the Business or any other Person arising under Environmental and Safety Requirements, has attached to the Business or any property owned, leased or operated by Seller.

Compliance With Legislation Regulating Environmental Quality. Except as specifically disclosed on the Disclosure Schedule: (a) None The Company has complied and caused the Business, the Facilities and any former Facility to comply with all applicable Legal Requirements to the Business or the Purchased Assets, or the use, generation, treatment, storage, transport, disposal or handling of Hazardous Substances at or by the Facili ties or the former Facilities. (b) With respect to all of the Facilities (other than the Locations) and, to Company's and each Shareholders' knowledge, with respect to all Locations, none of the following exists at, on, on or under or around any of the FacilitiesFacilities in violation of any Environmental and Safety Requirement: (i) toxic wastes Hazardous Substances or underground storage tank, containment vessel, pipeline or other toxic containers used for the storage, disposal or hazardous substances or materialsburial of Hazardous Substances; (ii) asbestos-containing materials in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) wetlands. (bc) The Facilities have been maintained Company has, and at all times has had, all Permits required under any Environmental and Safety Requirement and is, and at all times has been, in compliance therewith. Each Permit will be transferable in connection with the transactions contemplated by the Transaction Documents no later than the Closing Date. (d) The Company has at all times used, generated, treated, stored, transported, disposed of or otherwise handled Hazardous Substances in substantial compliance with all Environmental and Safety Requirements and in a manner which would not cause the Company to be subject to any Environmental Liabilities. (e) There is no underground storage tank, containment vessel or pipeline at, on or under any Facility or former Facility where the installation, use, maintenance, repair, testing, shut-in or removal of such tank, vessel, or pipeline by the Company, or to the Company's and each Shareholders' knowledge, any other Person was not in compliance with all applicable Environmental and Safety Requirements, and there has been no Release from any such tank, vessel or pipeline. (cf) Seller None of the Shareholders nor the Company has not received any written notice, report inquiry, notice of investigation, claim, or any other correspondence or communication from any federal, state, county, municipal or other information regarding governmental department, agency, authority or any liabilities other Person alleging or potential liabilities it in any way relating to any actual or alleged violation of any Environmental and Safety Requirement or any Release at, on, under, or emanating from any Facility, former Facility or any neighboring properties, nor has any Shareholder nor the Company become aware of the possibility that the Company may have (whether accruedreceive any such notice, absoluteinquiry, contingentclaim or other correspondence or communication, unliquidated nor is there any pending or, to each Shareholders' and the Company's best knowledge, threatened suit, action, claim, investigation or otherwise), including any investigatory, remedial or corrective obligations, arising proceeding against the Company under any Environmental and Safety RequirementsRequirement or with respect to any Release. (dh) Seller No current or past use, generation, treatment, transportation, storage, disposal or handling practice of the Company during the past five years has obtained and complied with, and is or will result in compliance with, all Permits and other authorizations that may be required pursuant to any Environmental Liability under any Environmental and Safety Requirements for the occupation of the Facilities or the operation of the Business. (e) Requirement. No facts, events or conditions caused by or resulting from any act or omission of the Company or relating to any the operation of the Purchased Assets Business or the past or present Facilities or operations of the Business will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to the Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including relating to on-site or off-site releases Releases or threatened releases Releases of hazardous or otherwise regulated materials, substances or wastesHazardous Substances, personal injury, property damage or natural resources damage. (fi) True, correct and complete copies of all written reports, and all parts thereof, of all environmental audits or assessments which have been conducted at any Facility or former Facility within the past five (5) years, either by the Company or any Representative, environmental consultant or engineer engaged for such purpose, have been made available for examination by the Buyer. (j) No federal, state, county, municipal or other governmental department, agency, or authority has served upon the Company any written notice indicating or alleging a need to make any repair, remedy, construction, alteration or installation in order to comply with any Environmental and Safety Requirement. (k) Neither this Agreement nor the transactions contemplated by the Transaction Documents impose any obligations for off-site investigation or cleanup, or notification to or consent of any governmental entity or third party Person pursuant to any Environmental and Safety Requirements. (gl) Seller The Company has not expressly or by operation of law assumed or undertaken any liability or corrective or remedial obligations of any other Person relating to Environmental and Safety Requirements. (h) No Encumbrance relating to any liability of the Purchased Assets, the Business or any other Person arising under Environmental and Safety Requirements, has attached to the Business or any property owned, leased or operated by Seller.

Compliance With Legislation Regulating Environmental Quality. (a) None of Except as would not, individually or in the following exists ataggregate, onhave a Material Adverse Effect, under or around any of the Facilities: (i) there are no toxic wastes or other toxic or hazardous substances or materials; materials being stored or otherwise held on or under any of the real properties owned, leased or used by the Company or any of its Subsidiaries (collectively, the "Facilities"). Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and each of its Subsidiaries have maintained the Facilities in compliance in all material respects with all federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses and regulations. Except as set forth on Schedule 3.17 of the Company Disclosure Schedules and except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) none of the Company and its Subsidiaries has received any written communication that remains outstanding and alleges that any of such entities is not in compliance with, or is subject to liability under any Environmental Laws (as defined below); (ii) asbestos-containing materials in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) wetlands. (b) The Facilities have been maintained the current and former operations of the Company and its Subsdiaries are, and were at all times, in compliance with all applicable Environmental Laws; (iii) none of the Company and Safety Requirements. (c) Seller its Subsidiaries has not received written notice of or entered into any written noticejudgment, report decree or other information regarding order issued by any liabilities governmental authority relating to compliance with or potential liabilities it may have (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, arising liability under any Environmental and Safety Requirements. (d) Seller has obtained and complied with, and is in compliance with, all Permits and other authorizations that may be required pursuant Law or to any investigation or cleanup of hazardous materials under any Environmental Law; (iv) each of the Company and Safety Requirements its Subsidiaries has all permits required under applicable Environmental Laws for the occupation operation of its business as presently conducted; and (v) hazardous materials have not been generated, transported, treated, stored, disposed of, arranged to be disposed of, released or threatened to be released at, on, from or under any of the Facilities or the operation of the Business. (e) No facts, events in a manner or conditions relating to any of the Purchased Assets or the past or present Facilities or operations of the Business will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, a location that could give rise to liability under, any investigatoryEnvironmental Laws. "Environmental Laws" means any applicable law that deals with (i) pollution or protection of natural resources or the environment or (ii) exposure of persons to toxic or hazardous substances, remedial raw materials or corrective obligations pursuant chemicals, including any law relating to worker safety or product liability matters to the Environmental and Safety Requirements, or give rise extent it relates to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including relating to on-site or off-site releases or threatened releases of hazardous or otherwise regulated materials, substances or wastes, personal injury, property damage or natural resources damagesuch matters. (f) Neither this Agreement nor the transactions contemplated by the Transaction Documents impose any obligations for off-site investigation or cleanup, or notification to or consent of any governmental entity or third party pursuant to any Environmental and Safety Requirements. (g) Seller has not expressly or by operation of law assumed or undertaken any liability or corrective or remedial obligations of any other Person relating to Environmental and Safety Requirements. (h) No Encumbrance relating to any liability of the Purchased Assets, the Business or any other Person arising under Environmental and Safety Requirements, has attached to the Business or any property owned, leased or operated by Seller.

Compliance With Legislation Regulating Environmental Quality. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties set forth in this Section 4.26 are made (i) by Sellers and Xxxxxx with respect to all of the Facilities (other than the Locations) and all Locations which have been refurbished or renovated by a Xxxxx Entity (but not a predecessor of a Xxxxx Entity) (collectively, the "Refurbished ----------- Locations") and (ii) to Sellers' and Xxxxxx'x actual knowledge, with respect to --------- all Locations other than the Refurbished Locations (the "Unrefurbished ------------- Locations"). Except as set forth in the Disclosure Schedule: --------- (a) None of the following exists at, on, on or under or around any of the FacilitiesFacilities in violation of any Environmental and Safety Requirement: (i) toxic wastes Hazardous Substances or materials or vessels, storage tanks or other toxic containers used for the storage, disposal or hazardous substances or materialsburial of Hazardous Substances; (ii) asbestos-containing materials in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) wetlands.; (b) The Facilities have been maintained in compliance with all applicable Environmental and Safety Requirements. (c) Seller Neither Seller, Xxxxxx nor any Xxxxx Entity has not received any written notice, notice or report or other information regarding any liabilities or potential liabilities it may have (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, arising under any Environmental and Safety Requirements.; (c) The Xxxxx Entities have at all times used, generated, treated, stored, transported, disposed of or otherwise handled Hazardous Substances in substantial compliance with all Environmental and Safety Requirements; (d) Seller No current or past use, generation, treatment, transportation, storage, disposal or handling practice of the Xxxxx Entities with respect to Hazardous Substances has resulted in any Environmental Liability under any Environmental and Safety Requirement; (e) The Xxxxx Entities have obtained and complied with, and is are in substantial compliance with, all material Permits and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation of the Facilities or and the operation of the Business.; (ef) No facts, events or conditions caused by or resulting from any act or omission of any Xxxxx Entity (but not a predecessor of any Xxxxx Entity), or to the actual knowledge of the Sellers and Xxxxxx, any other fact, event or condition, relating to any the operation of the Purchased Assets Business or the past or present Facilities or operations (other than the Unrefurbished Locations) or, to the actual knowledge of the Business Sellers and Xxxxxx, past or present Unrefurbished Locations will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to the Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including relating to on-site or off-site releases Releases or threatened releases Releases of hazardous or otherwise regulated materials, substances or wastesHazardous Substances, personal injury, property damage or natural resources damage.; (fg) Neither this Agreement nor the transactions contemplated by the Transaction Documents impose any obligations for off-site investigation or cleanup, or notification to or consent of any governmental entity or third party Person pursuant to any Environmental and Safety Requirements.; (gh) Seller has The Xxxxx Entities (but not any predecessor in interest), Spagat or Xxxxxx have not expressly or by operation of law assumed or undertaken any liability or corrective or remedial obligations of any other Person relating to Environmental and Safety Requirements. (h) No Encumbrance relating to any liability of the Purchased Assets, the Business or any other Person arising under Environmental and Safety Requirements, has attached to the Business or any property owned, leased or operated by Seller.; and