Common use of Environment, Health, and Safety Matters Clause in Contracts

Environment, Health, and Safety Matters. Except as set forth on -------------------------------------- the Environmental and Safety Permits Schedule attached hereto: ----------------------------------------- (a) To the knowledge of the Company, each of the Company, its Subsidiaries, and their respective Affiliates has complied in all material respects and is in compliance in all material respects with all Environmental, Health, and Safety Requirements. (b) Without limiting the generality of the foregoing, to the knowledge of the Company, each of the Company, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth on the attached "Environmental ------------- and Safety Permits Schedule." --------------------------- (c) Neither the Company, its Subsidiaries, nor their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements. (d) To the knowledge of the Company, none of the following exists at any property or facility owned or operated by the Company or its Subsidiaries: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. (e) To the knowledge of the Company, none of the Company, its Subsidiaries, or their respective predecessors or Affiliates has 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, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to CERCLA), the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (f) Neither the Company, its Subsidiaries, nor any of their respective Affiliates has, either expressly or by operation of law, assumed, undertaken or otherwise become subject to any material liability, including, without limitation, any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (g) To the knowledge of the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environment, Health, and Safety Matters. Except as set forth on -------------------------------------- the Environmental and Safety Permits Schedule attached hereto: ----------------------------------------- (ai) To the knowledge of the Company, each Each of the Company, its Subsidiaries, and and, to the Knowledge of the Principal Holders, their respective predecessors and Affiliates has complied and is in compliance, in each case in all material respects and is in compliance in all material respects respects, with all Environmental, Health, and Safety Requirements. (bii) Without limiting the generality of the foregoing, to the knowledge of the Company, each of the Company, its Subsidiaries and Subsidiaries, and, to the Knowledge of the Principal Holders, their respective Affiliates Affiliates, has obtained and complied withobtained, has complied, and is in compliance with, in each case in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits, licenses and other authorizations is set forth on the attached "Environmental ------------- and Safety Permits Schedule." ---------------------------" (ciii) Neither None of the Company, its Subsidiaries, nor or their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements. (div) To Except as set forth on the knowledge attached "Environmental and Safety Matters Schedule", to the Knowledge of the CompanyPrincipal Holders, none of the following exists at any property or facility owned or operated by the Company or its Subsidiaries: : (i1) underground storage tanks, (ii2) asbestos-containing material in any friable and damaged form or condition, (iii3) materials or equipment containing polychlorinated biphenyls, or (iv4) landfills, surface impoundments, or disposal areas. (ev) To the knowledge of the Company, none None of the Company, its Subsidiaries, or or, to the Knowledge of the Principal Holders, any of their respective predecessors or Affiliates has 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 material liabilities, including any material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA), ") or the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (fvi) Neither this Agreement nor the Company, its Subsidiaries, nor any consummation of their respective Affiliates has, either expressly or by operation of law, assumed, undertaken or otherwise become subject to the Merger will result in any material liability, including, without limitation, any obligation obligations for corrective site investigation or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (g) To the knowledge of the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiariescleanup, or any of their respective predecessors notification to or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.consent of

Environment, Health, and Safety Matters. Except as set forth on -------------------------------------- the Environmental and Safety Permits Schedule attached hereto: ----------------------------------------- (a) To the knowledge of the CompanySellers’ Knowledge, each of the CompanyG-Soft, its Subsidiaries, and their respective predecessors and Affiliates has complied and is in compliance, in each case in all material respects and is in compliance in all material respects respects, with all Environmental, Health, and Safety Requirements. (b) Without limiting the generality of the foregoing, to the knowledge of the Company, each of the CompanyG-Soft, its Subsidiaries Subsidiaries, and their respective Affiliates Affiliates, has obtained and complied withobtained, has complied, and is in compliance with, in each case in all material respects, all material permits, licenses and other authorizations authoriza­tions that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits, licenses and other authorizations is set forth on Section 4.26 of the attached "Environmental ------------- and Safety Permits Disclosure Schedule." --------------------------- (c) Neither the CompanyNone of G-Soft, its Subsidiaries, nor or their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements. (d) To Except as set forth on the knowledge of the Companyattached “Environmental and Safety Matters Schedule”, none of the following exists at any property or facility owned or operated by the Company G-Soft or its Subsidiaries: (i1) underground storage tanks, (ii2) asbestos-containing material in any friable and damaged form or condition, (iii3) materials or equipment containing polychlorinated biphenyls, or (iv4) landfills, surface impoundments, or disposal areas. (e) To the knowledge None of the Company, none of the CompanyG-Soft, its Subsidiaries, or any of their respective predecessors or Affiliates has 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 material liabilities, including any material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to CERCLA), the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (f) Neither the Company, its Subsidiaries, nor any of their respective Affiliates has, either expressly or by operation of law, assumed, undertaken or otherwise become subject to any material liability, including, without limitation, any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (g) To the knowledge of the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environment, Health, and Safety Matters. Except as set forth on -------------------------------------- Schedule 4.19(a), the Environmental and Safety Permits Schedule attached hereto: ----------------------------------------- (a) To the knowledge of the CompanyCompany Entities are in compliance, each of the Company, its Subsidiaries, and their respective Affiliates has complied in all material respects and is in compliance in all material respects with all applicable Environmental, Health, and Safety Requirements. (ba) Without limiting the generality of the foregoing, to the knowledge of the Companyeach Company Entity holds and maintains, each of the Companyand has at all times held and maintained, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, in each case in all permitsmaterial respects, licenses and other authorizations all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is . (b) Except as set forth on Schedule 4.19(c), no Company Entity has received any unresolved written or, to the attached "Environmental ------------- and Safety Permits Schedule." --------------------------- (c) Neither Knowledge of the Company, its Subsidiariesoral, nor their respective Affiliates has received any written or oral notice, report or other information notice regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any liabilities Liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, Liabilities relating to any of them it or its facilities arising under Environmental, Health, and Safety Requirements. (dc) To Except as set forth on Schedule 4.19(d), to the knowledge Knowledge of the Company, none of the following exists at any property or facility owned or currently operated by the a Company or its SubsidiariesEntity: (i) underground storage tanks, (ii) asbestos-asbestos containing material in any friable and damaged form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. All on-site and off-site locations where, to the Knowledge of the Company, a Company Entity has stored, disposed or arranged for the disposal of Hazardous Materials are identified in Schedule 4.19(d). (d) There is no Environmental Claim (as defined below) pending, or to the Knowledge of the Company, threatened, against a Company Entity or against any person or entity whose liability for such Environmental Claim a Company Entity has retained or assumed either contractually or by operation of law, and to the Knowledge of the Company, no past or present actions, activities, circumstances, conditions, events or incidents have occurred that could reasonably be expected to form the basis of an Environmental Claim against a Company Entity or against any person or entity whose liability for such Environmental Claim a Company Entity has retained or assumed either contractually or by operation of law. As used in this Agreement, “Environmental Claim” shall mean any written notice by a person or entity alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (i) the presence, or release into the environment, of any material or form of energy at any location, whether or not owned by a Company Entity, or (ii) any violation of or alleged violation of or alleged Liability under any Environmental, Health and Safety Requirements. (e) To the knowledge of the CompanyNo Company Entity has installed, none of the Companyused, its Subsidiariesgenerated, or their respective predecessors or Affiliates has 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) Hazardous Materials in a manner that has given given, or would give could reasonably be expected to give, rise to liabilitiesLiabilities, including any liability Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to CERCLA), the Solid Waste Disposal Act, as amended or any other under applicable Environmental, Health, and Safety Requirements.; (f) Neither To the Knowledge of the Company, its Subsidiariesthere are not present in, nor on or under any of their respective Affiliates has, either expressly the Real Property any Hazardous Materials in such form or by operation of law, assumed, undertaken or otherwise become subject quantities as to create any material liability, including, without limitation, Liability or obligation of a Company Entity under any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements.Requirements or any other Liability for a Company Entity or Purchaser; and (g) To the knowledge The Company has delivered to Purchaser true, correct and complete copies of the Companyall reports, no factslicenses, events or conditions Permits, Governmental Authorizations, disclosures and other material documents in its possession relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety RequirementsRequirements in connection with any of the Real Property, give rise or otherwise relating to any investigatorythe current business of the Company Entities (h) Notwithstanding anything to the contrary in this Agreement, remedial or corrective obligations pursuant this Section 4.19 contains the sole and exclusive representations and warranties of the Company with respect to Environmental, Health, Health and Safety Requirements, Requirements or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damageenvironmental matters.

Environment, Health, and Safety Matters. Except as set forth on -------------------------------------- the Environmental and Safety Permits Schedule attached hereto: ----------------------------------------- (a) To the knowledge of the CompanyExcept as disclosed on Schedule 4.23, each of the Company, its Subsidiaries, and their respective predecessors and Affiliates has complied and is in compliance, in each case in all material respects and is in compliance in all material respects respects, with all Environmental, Health, and Safety Requirements. (b) Without Except as disclosed on Schedule 4.23, without limiting the generality of the foregoing, to the knowledge of the Company, each of the Company, its Subsidiaries Subsidiaries, and their respective Affiliates Affiliates, has obtained and complied withobtained, has complied, and is in compliance with, in each case in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such material permits, licenses and other authorizations is set forth on the attached "Environmental ------------- and Safety Permits ScheduleSchedule 4.23(b)." --------------------------- (c) Neither Except as disclosed on Schedule 4.23, neither the Company, its Subsidiaries, nor or their respective Affiliates has received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements. (d) To Except as set forth on the knowledge of the Companyattached Schedule 4.23(d), none of the following exists at any property or facility owned or operated by the Company or its SubsidiariesSubsidiaries in violation of Environmental, Health and Safety Requirements so as to create a Material Adverse Effect: (i) underground storage tanks, ; (ii) asbestos-containing material in any friable and damaged form or condition, ; (iii) materials or equipment containing polychlorinated biphenyls, ; or (iv) landfills, surface impoundments, or disposal areas. (e) To the knowledge of the Company, none of Neither the Company, its Subsidiaries, or nor, to the Company's Knowledge, any of their respective predecessors or Affiliates has 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, including liability under any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to CERCLA), the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety RequirementsRequirements except any such liability that would not have a Material Adverse Effect. (f) Neither this Agreement nor the Companyconsummation of the transaction that is the subject of this Agreement will result in any material obligations for site investigation or cleanup, its Subsidiariesor notification to or consent of government agencies or third parties, nor pursuant to any of their respective Affiliates has, either expressly the so-called "transaction-triggered" or by operation of law, assumed, undertaken or otherwise become subject to any material liability, including, without limitation, any obligation for corrective or remedial action, of any other Person relating to "responsible property transfer" Environmental, Health, and Safety Requirements. (g) To the knowledge of the Company, no facts, events or conditions relating All representations and warranties applicable to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, Health and Safety Requirements, give rise to any investigatoryhazardous substances, remedial materials or corrective obligations pursuant to Environmentalwaste, Healthpollutants, and Safety Requirements, contaminants or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damageenvironmental matters are contained solely in this Section 4.23.