Common use of Environment and Safety Clause in Contracts

Environment and Safety. (a) Except as set forth in Schedule 5.19, the Company has materially complied and is in material compliance with all Environmental and Safety Requirements (including, without limitation, all permits, licenses and other authorizations that may be required thereunder) for the occupation of the Real Property and the operation of the Business or otherwise related to the Real Property or the Business. Schedule 5.19 contains a list of all permits, licenses and authorizations required under all Environmental and Safety Requirements. The Company has accurately prepared and timely filed with the appropriate Governmental Entities all reports, notifications, and filings required pursuant to Environmental and Safety Requirements affecting the Real Property or the Business. The Company has not received notice of any action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice against the Company alleging any violation of, any liability (contingent or otherwise) or any corrective or remedial obligation under any Environmental and Safety Requirements or involving any of its current or past operations or any Real Property currently or formerly used by the Company. The Company has not expressly or by operation of law assumed, undertaken or become subject to any Liability of any other Person under any Environmental and Safety Requirements. Schedule 5.10(d) sets forth a complete and accurate list of all real property owned, leased or operated by the Company in connection with the Business. None of the following exists nor, to the knowledge of Seller, has ever existed, at any of the Real Property or any other real property previously owned or operated by the Company: (i) underground storage tanks; (ii) asbestos- containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; and (iv) landfills, surface impoundments or disposal areas. No Environmental Lien has attached to any property owned, leased or operated by the Company. The Company has not been notified that it is potentially responsible or liable under or received any requests for information or other correspondence concerning any site or facility under CERCLA or any similar law. The Company has not entered into or received any consent, decree, compliance order, or administrative order pursuant to Environmental and Safety Requirements and under which there are continuing obligations. (b) The Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including, without limitation, any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to Liabilities pursuant to CERCLA, SWDA or any other Environmental and Safety Requirement, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. The transactions contemplated by this Agreement do not impose any obligations under any Environmental and Safety Requirements for site investigation or cleanup, or notification to any Governmental Entities or third parties. To the knowledge of Seller, no facts, events or conditions relating to the past or present properties, operations or facilities of the Company would prevent compliance by the Company or the Buyer with, or give rise to any Liability or investigatory, corrective or remedial obligation of the Buyer with respect to, Environmental and Safety Requirements, including, without limitation, any Liability related to environmental contamination or violations of health and safety requirements. (c) The Company has provided the Buyer with true, correct, and complete copies of all environmental reports and studies in the possession, custody or control of the Company with respect to the Business or any of the Real Property or real property owned or leased by the Company and, to the knowledge of Seller, there are no other environmental reports or studies with respect thereto.

Environment and Safety. (a) Except as set forth in Schedule 5.19, the Company Such Seller has materially complied and is in material compliance with all Environmental and Safety Requirements (including, including without limitation, limitation all permits, licenses and other authorizations that may be required thereunder) for the occupation of the its Leased Real Property and the operation of the Business its Restaurants or otherwise related to the its Leased Real Property or the Businessoperations of its Restaurants. Schedule 5.19 contains a list of all permits, licenses and authorizations required under all Environmental and Safety Requirements. The Company Such Seller has accurately prepared and timely filed with the appropriate Governmental Entities all reports, notifications, notifications and filings required pursuant to Environmental and Safety Requirements affecting the its Leased Real Property or the BusinessRestaurants. The Company With respect to such Leased Real Property and Restaurants, such Seller has not received any notice of any action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice against the Company it alleging any violation of, any liability (contingent or otherwise) or any corrective or remedial obligation under any Environmental and Safety Requirements or involving any of its current or past operations or any Leased Real Property currently or formerly used by the Companysuch Seller. The Company With respect to such Leased Real Property and Restaurants, such Seller has not expressly or or, to such Seller’s Knowledge, by operation of law law, assumed, undertaken or become subject to any Liability of any other Person under any Environmental and Safety Requirements. Schedule 5.10(d) sets forth a complete and accurate list of all real property ownedTo such Seller’s Knowledge, leased or operated by the Company in connection with the Business. None none of the following exists norcurrently exists, to the knowledge of has existed during Seller’s occupancy, has ever existed, existed at any of the Leased Real Property or any other real property previously owned or operated by the CompanyProperty: (i) underground storage tanks; , (ii) asbestos- asbestos-containing material in any form or condition; , (iii) materials or equipment containing polychlorinated biphenyls; and biphenyls or (iv) landfills, surface impoundments or disposal areas. No Environmental Lien has attached to any property owned, leased or operated by the CompanyLeased Real Property. The Company Such Seller has not been notified that it is potentially responsible or liable under or received any requests for information or other correspondence concerning any site its Leased Real Property or facility Restaurants under CERCLA or any similar law. The Company Regarding the Leased Real Property or the Restaurants, such Seller has not entered into or received any consent, decree, compliance order, or administrative order Orders pursuant to Environmental and Safety Requirements and under which there are continuing obligations. (b) The Company Neither such Seller nor, to its Knowledge, any previous owner or operator of the Leased Real Property, has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including, including without limitation, limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to Liabilities pursuant to CERCLA, SWDA or any other Environmental and Safety Requirement, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. The transactions contemplated by this Agreement do not impose upon such Seller any obligations under any Environmental and Safety Requirements for site investigation or cleanup, or notification to any Governmental Entities or third parties. To the knowledge of Seller, no No known past or present facts, events or conditions relating to the past Leased Real Property or present properties, operations or facilities the Restaurants of the Company such Seller would prevent compliance by the Company such Seller or the Buyer with, or give rise to any Liability or investigatory, corrective or remedial obligation of the Buyer with respect to, Environmental and Safety Requirements, including, without limitation, any Liability related to environmental contamination or violations of health and safety requirements. (c) The Company Such Seller has provided the Buyer with true, correct, and complete copies of all environmental reports and studies in the possession, custody or control of the Company such Seller with respect to the Business operation of its Restaurants or any of the its Leased Real Property or real property owned or leased by the Company and, to the knowledge Knowledge of such Seller, there are no other environmental reports or studies with respect thereto.

Environment and Safety. (a) Except as set forth in Schedule 5.19The Seller has complied with, and the Acquired Assets and, to the Knowledge of the Seller, the Company has materially complied and is Real Property are in material compliance with with, all Environmental and Safety Requirements (including, without limitation, all permits, licenses and other authorizations Permits that may be required thereunder) for the occupation of the Real Property and the operation of the Business or otherwise related to the Real Property or the Business). Schedule 5.19 5.18(a) contains a list of all permits, licenses and authorizations Permits required under all Environmental and Safety RequirementsRequirements for the operation of the Business, and the ownership, operation or occupation of the Real Property and the Acquired Assets. The Company Seller has accurately prepared and timely filed with the appropriate Governmental Entities Authorities all reports, notifications, and filings required pursuant to Environmental and Safety Requirements affecting for the operation of the Business and the ownership, operation or occupation of the Real Property or and the BusinessAcquired Assets. The Company Seller has not received any notice of or other information regarding any action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand actual or notice against the Company alleging any alleged violation of, any liability (contingent actual or otherwise) potential Liability under, or any corrective or remedial obligation under under, any Environmental and Safety Requirements or involving any of its current or past operations with respect to the Business, the Real Property, the Acquired Assets, or any Real Property currently property, facility, or formerly operations owned, operated, or used by the CompanySeller or the Business, or any predecessor of the Seller. The Company Seller has not expressly or by operation of law assumed, undertaken or become subject to any Liability of any other Person under with respect to any Environmental and Safety Requirements. Schedule 5.10(d) sets forth a complete and accurate list of all real property owned, leased or operated by the Company in connection with the Business. None of the following exists nor, to the knowledge of Seller, has ever existed, at any of the Real Property or any other real property previously owned or operated by the Company: (i) underground storage tanks; (ii) asbestos- containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; and (iv) landfills, surface impoundments or disposal areas. No Environmental Lien has attached to any property owned, leased or operated by the Company. The Company Seller has not been notified that it is potentially responsible or liable under liable, or received any requests for information or other correspondence concerning any site or facility facility, under CERCLA or any similar law. The Company has not entered into or received any consent, decree, compliance order, or administrative order pursuant to Environmental and Safety Requirements and under which there are continuing obligationsRequirements. (b) The Company Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including, substance including without limitation, limitation any hazardous substanceHazardous Substance, or owned or operated any property or facility (and to the Knowledge of the Seller no such property or facility facility, including the Real Property, is contaminated by any such substance) in a manner that has given rise to or as would give rise to Liabilities Liability pursuant to CERCLA, SWDA or any other Environmental and Safety RequirementRequirements, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. The transactions contemplated by this Agreement do not impose any obligations under any Environmental and Safety Requirements for site investigation or cleanup, or notification to any Governmental Entities or third parties. To the knowledge of Seller, no facts, events or conditions relating to the past or present properties, operations or facilities of the Company would prevent compliance by the Company or the Buyer with, or give rise to any Liability or investigatory, corrective or remedial obligation of the Buyer with respect to, Environmental and Safety Requirements, including, without limitation, any Liability related to environmental contamination or violations of health and safety requirements. (c) The Company Seller has provided the Buyer with true, correct, and complete copies of all environmental reports reports, assessments, audits, studies or documents, and studies all other material environmental documents in the possession, custody or control of the Company Seller with respect to the Business or Business, any of the Acquired Assets, any of the Real Property or any real property owned or leased by the Company Seller, and, to the knowledge Knowledge of the Seller, there are no other environmental reports or studies with respect thereto.

Environment and Safety. (a) Except as set forth in Schedule 5.193.19, the Company such Seller has materially complied and is in material compliance with all Environmental and Safety Requirements (including, including without limitation, limitation all permits, licenses and other authorizations that may be required thereunder) for the occupation of the its Leased Real Property and the operation of the Business its Restaurants or otherwise related to the its Leased Real Property or the Businessoperations of its Restaurants. Schedule 5.19 contains a list of all permits, licenses and authorizations required under all Environmental and Safety Requirements. The Company Such Seller has accurately prepared and timely filed with the appropriate Governmental Entities all reports, notifications, notifications and filings required pursuant to Environmental and Safety Requirements affecting the its Leased Real Property or the BusinessRestaurants. The Company With respect to such Leased Real Property and Restaurants, such Seller has not received any notice of any action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice against the Company it alleging any violation of, any liability (contingent or otherwise) or any corrective or remedial obligation under any Environmental and Safety Requirements or involving any of its current or past operations or any Leased Real Property currently or formerly used by the Companysuch Seller. The Company With respect to such Leased Real Property and Restaurants, such Seller has not expressly or or, to such Seller’s Knowledge, by operation of law law, assumed, undertaken or become subject to any Liability of any other Person under any Environmental and Safety Requirements. Schedule 5.10(d) sets forth a complete and accurate list of all real property ownedTo such Seller’s Knowledge, leased or operated by the Company in connection with the Business. None none of the following exists nor, to the knowledge of Sellercurrently exists, has existed during such Seller’s occupancy of, or has ever existed, existed at any of the Leased Real Property or any other real property previously owned or operated by the CompanyProperty: (i) underground storage tanks; , (ii) asbestos- asbestos-containing material in any form or condition; , (iii) materials or equipment containing polychlorinated biphenyls; and biphenyls or (iv) landfills, surface impoundments or disposal areas. No Environmental Lien has attached to any property owned, leased or operated by the CompanyLeased Real Property. The Company Such Seller has not been notified that it is potentially responsible or liable under or received any requests for information or other correspondence concerning any site its Leased Real Property or facility Restaurants under CERCLA or any similar law. The Company Regarding the Leased Real Property or the Restaurants, such Seller has not entered into or received any consent, decree, compliance order, or administrative order Orders pursuant to Environmental and Safety Requirements and under which there are continuing obligations. (b) The Company Neither such Seller nor, to its Knowledge, any previous owner or operator of the Leased Real Property, has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including, including without limitation, limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to Liabilities pursuant to CERCLA, SWDA or any other Environmental and Safety Requirement, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. The transactions contemplated by this Agreement do not impose upon such Seller any obligations under any Environmental and Safety Requirements for site investigation or cleanup, or notification to any Governmental Entities or third parties. To the knowledge of Seller, no No known past or present facts, events or conditions relating to the past Leased Real Property or present properties, operations or facilities the Restaurants of the Company such Seller would prevent compliance by the Company such Seller or the Buyer with, or give rise to any Liability or investigatory, corrective or remedial obligation of the Buyer with respect to, Environmental and Safety Requirements, including, without limitation, any Liability related to environmental contamination or violations of health and safety requirements. (c) The Company Such Seller has provided the Buyer with true, correct, and complete copies of all environmental reports and studies in the possession, custody or control of the Company such Seller with respect to the Business operation of its Restaurants or any of the its Leased Real Property or real property owned or leased by the Company and, to the knowledge Knowledge of such Seller, there are no other environmental reports or studies with respect thereto.

Environment and Safety. (a) Except as set forth in Schedule 5.19, the Company has materially complied and is in material compliance with all Environmental and Safety Requirements (including, without limitation, all permits, licenses and other authorizations that may be required thereunder) for the occupation of the Real Property and the operation of the Business or otherwise related to the Real Property or the Business. Schedule 5.19 contains a list of all permits, licenses and authorizations required under all Environmental and Safety Requirements. The Company has accurately prepared and timely filed with the appropriate Governmental Entities all reports, notifications, and filings required pursuant to Environmental and Safety Requirements affecting the Real Property or the Business. The Company has not received notice of any action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice against the Company alleging any violation of, any liability (contingent or otherwise) or any corrective or remedial obligation under any Environmental and Safety Requirements or involving any of its current or past operations or any Real Property currently or formerly used by the Company. The Company has not expressly or by operation of law assumed, undertaken or become subject to any Liability of any other Person under any Environmental and Safety Requirements. Schedule 5.10(d) sets forth a complete and accurate list of all real property owned, leased or operated by the Company in connection with the Business. None of the following exists nor, to the knowledge of Seller, has ever existed, at any of the Real Property or any other real property previously owned or operated by the Company: (i) underground storage tanks; (ii) asbestos- asbestos-containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; and (iv) landfills, surface impoundments or disposal areas. No Environmental Lien has attached to any property owned, leased or operated by the Company. The Company has not been notified that it is potentially responsible or liable under or received any requests for information or other correspondence concerning any site or facility under CERCLA or any similar law. The Company has not entered into or received any consent, decree, compliance order, or administrative order pursuant to Environmental and Safety Requirements and under which there are continuing obligations. (b) The Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including, without limitation, any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to Liabilities pursuant to CERCLA, SWDA or any other Environmental and Safety Requirement, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. The transactions contemplated by this Agreement do not impose any obligations under any Environmental and Safety Requirements for site investigation or cleanup, or notification to any Governmental Entities or third parties. To the knowledge of Seller, no facts, events or conditions relating to the past or present properties, operations or facilities of the Company would prevent compliance by the Company or the Buyer with, or give rise to any Liability or investigatory, corrective or remedial obligation of the Buyer with respect to, Environmental and Safety Requirements, including, without limitation, any Liability related to environmental contamination or violations of health and safety requirements. (c) The Company has provided the Buyer with true, correct, and complete copies of all environmental reports and studies in the possession, custody or control of the Company with respect to the Business or any of the Real Property or real property owned or leased by the Company and, to the knowledge of Seller, there are no other environmental reports or studies with respect thereto.