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

Environment, Health, and Safety. With respect to the Stores and the Assets: 5.1.17.1 Seller has complied with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller alleging any failure to comply with any such law or regulation. 5.1.17.2 Seller has no liability (and there is no basis related to the past or present operations, properties or facilities of Seller for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any liability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-To-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 Seller has no liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any site, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 Seller has obtained and been in compliance with all of the terms and conditions of all permits, licenses and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federal, state and local laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastes.

Environment, Health, and Safety. With (a) The operations of Seller with respect to the Stores ProBiora3 Business and the Assets: 5.1.17.1 Seller has complied with all laws (including rules Purchased Assets are currently and regulations thereunder) of federal, state and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller alleging any failure to comply with any such law or regulation. 5.1.17.2 Seller has no liability (and there is no basis related to the past or present operations, properties or facilities of Seller for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any liability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-To-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 Seller has no liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any site, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 Seller has obtained and have been in compliance with all Environmental Laws. Seller has not received from any person or entity, with respect to the ProBiora3 Business or the Purchased Assets, any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date. (b) Seller has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Schedule 4.21(b) of the Disclosure Schedules) necessary for the conduct of the ProBiora3 Business as currently conducted or the ownership, lease, operation or use of the Purchased Assets and all such Environmental Permits are in full force and effect and shall be maintained in full force and effect by Seller through the Closing Date in accordance with Environmental Law, and Seller is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the ProBiora3 Business as currently conducted or the ownership, lease, operation or use of the Purchased Assets. With respect to any such Environmental Permits, Seller has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same, and Seller is not aware of any condition, event or circumstance that might prevent or impede the transferability of the same, and has not received any Environmental Notice or written communication regarding any material adverse change in the status or terms and conditions of all permitsthe same. (c) None of the ProBiora3 Business or the Purchased Assets or any real property currently or formerly owned, licenses and other authorizations which are required underleased or operated by Seller in connection with the ProBiora3 Business is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list. (d) There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the ProBiora3 Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by Seller in connection with the ProBiora3 Business, and Seller has complied not received an Environmental Notice that any of the ProBiora3 Business or the Purchased Assets or real property currently or formerly owned, leased or operated by Seller in connection with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federal, state and local laws the ProBiora3 Business (including rulessoils, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastes into ambient airgroundwater, surface water, ground waterbuildings and other structure located thereon) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or lands a violation of Environmental Law or otherwise relating to term of any Environmental Permit by, Seller. (e) Schedule 4.21(e) of the manufacture, processing, distribution, use, Disclosure Schedules contains a complete and accurate list of all off-site Hazardous Materials treatment, storage, disposalor disposal facilities or locations used by Seller and any predecessors in connection with the ProBiora3 Business or the Purchased Assets as to which Seller may retain liability, transport and none of these facilities or handling of pollutants, contaminantslocations has been placed or proposed for placement on the National Priorities List (or CERCLIS) under CERCLA, or chemicalany similar state list, industrialand Seller has not received any Environmental Notice regarding potential liabilities with respect to such off-site Hazardous Materials treatment, hazardous storage, or toxic materials disposal facilities or wasteslocations used by Seller. (f) Seller has provided or otherwise made available to Buyer and listed in Schedule 4.21(f) of the Disclosure Schedules: (i) any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the ProBiora3 Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by Seller in connection with the ProBiora3 Business which are in the possession or control of Seller related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes).

Environment, Health, and Safety. With respect to 5.1.16.1 To the Stores best of Seller's knowledge, information and the Assets: 5.1.17.1 belief, Seller has complied with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, safety and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 5.1.16.2 Seller has no knowledge of any liability (and there is no basis related to the past or present operations, properties or facilities of Seller for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any liability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-To-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 5.1.16.3 Seller has no knowledge of any liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any site, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 5.1.16.4 Seller has no knowledge of any liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 5.1.16.5 To the best of Seller's knowledge, information and belief, Seller has obtained and been in compliance with all of the terms and conditions of all permits, licenses and other authorizations which are required under, and has complied with will all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federal, state and local laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastes.

Environment, Health, and Safety. With respect to the Stores and the Assets: 5.1.17.1 (i) The Seller has complied in all material respects with all laws (including rules and regulations thereunder) of federal, state state, and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 (ii) The Seller has no liability Liability (and to Seller's Knowledge there is no basis Basis related to the past or present operations, properties or facilities of Seller and its respective predecessors for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against the Seller giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment, or for damage to any site, location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.3 (iii) The Seller has no liability Liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis to Seller's Knowledge there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any siteclaim, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. 5.1.17.5 (iv) The Seller has obtained and has been in compliance in all material respects with all of the terms and conditions of all permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes. (v) All properties and equipment used in the business of the Seller have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans- dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. (vi) No pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that the Seller owns or ever has owned or that the Seller leases or ever has leased.

Environment, Health, and Safety. With respect to the Stores and the Assets: 5.1.17.1 (i) The Seller has complied in all material respects with all laws (including rules and regulations thereunder) of federal, state state, and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 (ii) The Seller has no liability Liability (and to Seller's Knowledge there is no basis Basis related to the past or present operations, properties or facilities of Seller and its respective predecessors for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against the Seller giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment, or for damage to any site, location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.3 (iii) The Seller has no liability Liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis to Seller's Knowledge there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any siteclaim, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. 5.1.17.5 (iv) The Seller has obtained and has been in compliance in all material respects with all of the terms and conditions of all permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes. (v) All properties and equipment used in the business of the Seller have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. (vi) No pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that the Seller owns or ever has owned or that the Seller leases or ever has leased.

Environment, Health, and Safety. With respect to the Stores and the Assets: 5.1.17.1 (i) The Seller has complied with all laws (including rules and regulations thereunder) of federal, state state, and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 (ii) The Seller has no liability Liability (and there is no basis Basis related to the past or present operations, properties or facilities of Seller and its respective predecessors for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against the Seller giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment, or for damage to any site, location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.3 (iii) The Seller has no liability Liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any siteclaim, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. 5.1.17.5 (iv) The Seller has obtained and has been in compliance with all of the terms and conditions of all permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes. (v) To the Knowledge of the Seller, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that the Seller leases or ever has leased with respect to the Station.

Environment, Health, and Safety. With respect to (i) To the Stores and Knowledge of the Assets: 5.1.17.1 Seller has Sellers, the Sellers have complied in all material respects with all laws (including rules and regulations thereunder) of federal, state state, and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any material failure to comply with any such law or regulation. 5.1.17.2 Seller has (ii) The Sellers have no liability material Liability (and to the Sellers' Knowledge there is no basis Basis related to the past or present operations, properties or facilities of Seller and their respective predecessors for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller the Sellers giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment, or for damage to any site, location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.3 Seller has (iii) The Sellers have no liability material Liability (and Seller has not handled or disposed of any substance, arranged for to the disposal of any substance or owned or operated any property or facility in any manner that could form the basis Sellers' Knowledge there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any siteclaim, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller the Sellers giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. 5.1.17.5 Seller has (iv) The Sellers have obtained and have been in material compliance with all of the terms and conditions of all material permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes. (v) All properties and equipment used in the business of the Sellers have been free in all material respects of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. (vi) No material amount of pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that the Sellers own or that the Sellers lease with respect to the Stations.

Environment, Health, and Safety. With respect to (i) To the Stores and Knowledge of the Assets: 5.1.17.1 Seller has Sellers, the Sellers have complied in all Material respects with all laws (including rules and regulations thereunder) of federal, state state, and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 Seller has (ii) To the Knowledge of the Sellers, the Sellers have no liability Liability (and to the Knowledge of the Sellers there is no basis Basis related to the past or present operations, properties or facilities of Seller and their respective predecessors for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller the Sellers giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment, or for damage to any site, location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.3 Seller has (iii) To the Knowledge of the Sellers, the Sellers have no liability Liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any siteclaim, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller the Sellers giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or by any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. 5.1.17.5 Seller has (iv) To the Knowledge of the Sellers, the Sellers have obtained and have been in compliance with all of the terms and conditions of all Material permits, licenses licenses, and other authorizations which are required under, and has have complied in all Material respects with all other Material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes. (v) To the Knowledge of the Sellers, all properties and equipment used in the business of the Sellers have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2 trans dichloroethylene, dioxins, dibensofurans, and Extremely Hazardous Substances. (vi) To the Knowledge of the Sellers, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that the Sellers own or ever have owned or that the Sellers ever have leased with respect to the Stations.

Environment, Health, and Safety. With respect to 5.1.13.1 To the Stores best of Seller's knowledge, information and the Assets: 5.1.17.1 belief, Seller has complied in all material respects with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, safety and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 5.1.13.2 Except as disclosed on Schedule 5.1.13, Seller has no knowledge of any liability (and there is no basis related to the past or present operations, properties or facilities of Seller for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any liability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-To-To Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environmentenvironment (collectively, the "Environmental Laws"). 5.1.17.3 5.1.13.3 Except as disclosed on Schedule 5.1.13, Seller has no knowledge of any liability (and Seller Seller, to its knowledge, has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liabilitymaterial liability) for damage to any site, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 5.1.13.4 Except as disclosed on Schedule 5.1.13, Seller has no knowledge of any liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 . Further, Seller has obtained and been in compliance agrees to provide Purchaser with all of the terms and conditions of all permits, licenses and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federal, state and local laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, any hazardous or toxic materials or wastes into ambient airwaste evaluations which have been prepared by a private engineer, surface water, ground waterbusiness, or lands a governmental entity, in the Seller's possession or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastescontrol.

Environment, Health, and Safety. With respect Since January 1, 2007, and to the Stores HAI’s knowledge prior to January 1, 2007, each of HAI and, to HAI’s knowledge, HAI’s predecessors and the Assets: 5.1.17.1 Seller Affiliates has complied with all applicable laws (including rules and regulations thereunder) of federal, state state, local and local foreign governments (and all agencies thereof) concerning the environment, public health and safety, safety and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller any of them alleging any failure to comply with or liabilities arising under any such law or regulation.. Without limiting the generality of the foregoing: 5.1.17.2 Seller (a) HAI has no liability Liability and HAI has not received any notification of potential responsibility (and there is no basis related to the past or present operations, properties or facilities of Seller HAI and, to HAI’s knowledge, HAI’s predecessors and Affiliates for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller HAI giving rise to any liability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, 1988 or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, safety or pollution or protection of the environment.; 5.1.17.3 Seller (b) HAI has no liability (and Seller none of HAI and, to HAI’s Knowledge, HAI’s predecessors and Affiliates has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller HAI giving rise to any Liabilityliability) for damage to any site, location or body of water (surface or subsurface) or for illness or personal injury.; 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liabilityc) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 Seller HAI has obtained and been in compliance with all of the terms and conditions of all permits, licenses and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federal, state state, local and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, decree stipulations, injunctions and charges thereunder) relating to public health and safety, worker work, health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, releases or threatened releases of pollutants, contaminants, contaminants or chemical, chemical industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water, water or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, storage disposal, transport or handling of pollutants, contaminants, contaminants or chemical, industrial, hazardous or toxic materials or wastes; (d) All properties and equipment used in the business of HAI have been free of asbestos, PCBs, dioxins, dibenzofurans and “Extremely Hazardous Substances” (as defined in Section 302 of the Emergency Planning and Community Right-to-Know Act of 1986, as amended); (e) All product labeling of HAI has been in conformity with applicable laws (including rules and regulations thereunder); and (f) No pollutant, contaminant or chemical, industrial, hazardous or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted or released on any real property that HAI ever has owned or that HAI leases or ever has leased.

Environment, Health, and Safety. With respect Prior to the Stores Closing Date, SGF, and, to the knowledge of the SGF Shareholders, SGF's predecessors and the Assets: 5.1.17.1 Seller Affiliates, has complied with all applicable laws (including rules and regulations thereunder) of federal, state state, and local governments (and all agencies thereof) concerning the environment, public health and safety, safety and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller any of them alleging any failure to comply with with, or Liabilities, arising under any such law or regulation.. Without limiting the foregoing: 5.1.17.2 Seller has no liability 3.12.1 SGF and the SGF Shareholders have not either jointly or severally received any notification of potential responsibility (and there is no basis Basis related to the past or present operations, facilities or properties or facilities of Seller SGF and, to the knowledge of the SGF Shareholders, the predecessors of such entities, for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller SGF giving rise to any liabilityLiability) under under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, ; the Resource Conservation and Recovery Act of 1976, ; the Federal Water Pollution Control Act of 1972, ; the Clean Air Act of 1970, ; the Safe Drinking Water Act of 1974, ; the Toxic Substances Control Act of 1976, ; the Refuse Act of 1899, or 1988; the Emergency Planning and Community Right-Toto-Know Act of 1986 1986; the Georgia Hazardous Site Reuse and Redevelopment Act; the Georgia Comprehensive Solid Waste and Management Act; the Georgia Hazardous Waste Management Act; the Georgia Hazardous Site Response Act; the Southeast Interstate Low-level Radioactive Waste Management Compact; the Georgia Underground Storage Tank Act; the Georgia Sewage Holding Tank Act and the Georgia Environmental Policy Act (each as amended), without limitation, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof), ) concerning the release or threatened release of hazardous substances, public health and safety, safety or pollution or protection of the environment.; 5.1.17.3 Seller 3.12.2 SGF has no liability Liability (and Seller and, to the knowledge of the SGF Shareholders, no predecessors of SGF has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis for Basis of any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller SGF giving rise to any Liability) for damage to any site, location or body of water (surface or subsurface) or for illness or personal injury.; 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 Seller 3.12.3 SGF has obtained and been in compliance with all of the terms and conditions of all permits, licenses and other authorizations which are required under, and has have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, in all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, decrees stipulations, injunctions and charges thereunder) relating to public health and safety, worker health and safety, safety and pollution or protection of the environment, including laws relating to emissions, discharges, releases, releases or threatened releases of pollutants, contaminants, contaminants or chemical, industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water, water or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, contaminants or chemical, industrial, hazardous or toxic materials or wastes; 3.12.4 All properties and equipment used in SGF's Business have been free of asbestos, PCB's, dioxins, dibenzofurans and Extremely Hazardous Substances (as such term is defined in the Emergency Planning and Community Right to Know Act of 1986, as amended); 3.12.5 All product labeling has been in conformity with applicable laws (including regulations thereunder); and 3.12.6 No pollutant, contaminant or chemical, industrial, hazardous or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted or released on any real property that SGF has ever owned, leases or has leased. Notwithstanding anything contained herein or in the SGF Disclosure Schedule to the contrary, the disclosure in the SGF Disclosure Schedule pursuant to, or relating in any way to, this Section 3.13 shall not detract from or diminish in any manner or to any extent any Liability of SGF and the SGF Shareholders, jointly and severally pursuant to Section 8.2 hereof.

Environment, Health, and Safety. With respect to the Stores Store and the Assets: 5.1.17.1 Seller has complied with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller alleging any failure to comply with any such law or regulation. 5.1.17.2 Seller has no liability (and there is no basis related to the past or present operations, properties or facilities of Seller for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any liability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-To-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 Seller has no liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any site, location or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 Seller has obtained and been in compliance with all of the terms and conditions of all permits, licenses and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federal, state and local laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, or chemical, industrial, hazardous or toxic materials or wastes.

Environment, Health, and Safety. With respect (i) Target and, to the Stores Knowledge of the Sellers, its predecessors and the Assets: 5.1.17.1 Seller Affiliates has complied with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof) any Governmental Authority concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation, the violation of which would have a Material adverse effect. 5.1.17.2 Seller has no liability (and ii) Target does not have any Liability (and, to the Knowledge of the Sellers, there is no basis Basis related to the past or present operations, properties properties, or facilities of Seller Target and its predecessors and Affiliates for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller Target giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 18991989, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state Governmental Authority or local government (or agency thereof), common law remedy concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 Seller has no liability (iii) Target does not have any Liability (and Seller none of Target and, to the Knowledge of the Sellers, its predecessors and Affiliates has not handled or disposed of any substance, arranged for the disposal of any substance substance, or owned or operated any property or facility in any manner that could form the basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand (under the common law or pursuant to any statute) against Seller Target giving rise to any Liability) for damage to any site, location location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (and iv) Target does not have any Liability (and, to the Knowledge of the Sellers, there is no basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller Target giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) Governmental Authority concerning employee health and safety. 5.1.17.5 Seller (v) Target does not have any Liability (and, to the Knowledge of the Sellers, Target has not exposed any employee to any substance or condition that could form the Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand (under the common law or pursuant to statute) against Target giving rise to any Liability) for any illness of or personal injury to any employee. (vi) Target has obtained and been in compliance with all of the terms and conditions of all permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state and local laws of any Governmental Authority (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, dischargesdischarge, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes, the violation of which would have a Material adverse effect on Target. (vii) To the Knowledge of the Sellers, all properties and equipment used in the business of Target have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. (viii) To the Knowledge of the Sellers, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that Target owns or ever has owned or that Target leases or ever has leased and except for normal office supplies stored in amounts reasonable for the conduct of Target's business which will not result in any liability to Target.

Environment, Health, and Safety. With respect to the Stores Acquired Assets and the AssetsOperation of the Business: 5.1.17.1 (i) Seller has complied with all laws (including rules and regulations thereunder) of federal, state state, local, and local foreign governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 (ii) Seller has no liability Liability (and there is no basis Basis related to the past or present operations, properties properties, or facilities of Seller for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 (iii) Seller has no liability Liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance substance, or owned or operated any property or facility in any manner that could form the basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) for damage to any site, location location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 (iv) Seller has no liability Liability (and there is no basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof) concerning employee health and safety. 5.1.17.5 (v) Seller has no Liability (and has not exposed any employee to any substance or condition that could form the Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand (under the common law or pursuant to statute) against Seller giving rise to any Liability) for any illness of or personal injury to any employee. (vi) Seller has obtained and been in compliance with all of the terms and conditions of all permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes. (vii) All properties and equipment used in the Business have been free of asbestos, PCB’S, methylene chloride, trichloroethylene-1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. (viii) All product labeling used in the Business has been in conformity with applicable laws (including rules and regulations thereunder). (ix) No pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on the Real Property.

Environment, Health, and Safety. With respect Except as otherwise set forth on the disclosure schedule corresponding to the Stores and the Assets: 5.1.17.1 Seller this Section, Unitron has complied with in all laws (including rules material respects with, and regulations thereunder) of federalis in compliance in all material respects with, state and local governments (any and all agencies thereof) concerning the environment, public health and safety, and employee health and safetyEnvironmental Laws (as hereafter defined), and no charge, complaintclaim, action, suit, demand, proceeding (including administrative proceeding), hearing, investigation, claim, demand or notice of violation has been filed or commenced against Seller Unitron alleging any failure to comply with any such law Environmental Laws or regulation.alleging any actual or potential liability thereunder. In addition, and without limiting the generality of the foregoing, except as set forth on the disclosure schedule corresponding to this Section and except that this representation and warranty is qualified by materiality: 5.1.17.2 Seller has (i) There are no liability (and there is no basis facts, events, circumstances, activities, practices, incidents, actions, plans or conditions related to the past or present operationsoperations conducted by Unitron on or off the properties, properties facilities or facilities of Seller premises on which it has conducted or operated business that could form the basis for any present or future charge, complaintclaim, action, demand, suit, proceeding (including administrative proceeding), hearing, investigation, claim notice of violation or demand against Seller giving rise to any liability) liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 18991989, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (1986, each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local or local foreign government (or agency thereof) (including common law), concerning release or threatened release of hazardous substancesany Hazardous Substance (as hereafter defined), public pollution, protection of worker health and safety, or pollution safety or protection of the environmentenvironment (collectively, "Environmental Laws"). 5.1.17.3 Seller has no liability (and Seller ii) Unitron has not handled generated, treated, stored, handled, transported or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that which could form the basis for any present or future charge, complaint, actionclaim, suit, proceeding, hearing, investigationproceeding (including administrative proceeding), claim demand or demand action (under the common law or pursuant to any statute) against Seller giving rise to any Liability) seeking cleanup of or compensation for damage to any site, location or body of water (surface or subsurface) or compensation for illness or personal injury. 5.1.17.4 Seller (iii) Unitron has no liability not (and there is no A) taken any action or failed to act in any manner that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liability) liability under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state state, local or local foreign government (or agency thereof) (including common law) concerning employee worker health and safetysafety or (B) exposed any employee to any substance or condition which could form the basis for any present or future claim, suit, hearing, proceeding (including administrative proceeding), demand or action (under the common law or pursuant to statute) seeking compensation for property damage or illness or personal injury. 5.1.17.5 Seller (iv) Unitron has obtained and been has complied in all material respects with, and is in compliance with in all of material respects with, all the terms and conditions of all permits, licenses and other authorizations which are required under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federalEnvironmental Laws, state and local laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulationsjudgments, injunctions and charges thereunder) relating to public health and safety, worker health and safetyinjunctions, and pollution or protection of the environmentregulations thereunder, including laws relating to emissions, discharges, releases, releases or threatened releases of pollutants, contaminants, chemical or chemical, industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water, water or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemical or chemical, industrial, hazardous or toxic materials or wastes. (v) No real property owned, operated or used by Unitron contains any underground storage tanks, materials or equipment containing asbestos or polychlorinated biphenyls, or landfills, surface impoundments or waste disposal areas. (vi) Unitron has not, either expressly or by operation of law, assumed or undertaken any liability, including, without limitation, any obligation for corrective or remedial action, of any other person or entity with respect to any Environmental Laws. (vii) On and prior to the Effective Date, Unitron has not buried, stored, spilled, leaked, discharged, emitted, released, placed or located any Hazardous Substance on any real property owned, operated or used by Unitron. As used herein, "Hazardous Substance" means any hazardous or toxic substance, material or waste which is regulated by any local governmental authority, the State of Florida or the United States Government. The term "Hazardous Substance" includes, without limitation: (A) any material or substance which is listed or defined as a "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance" or "toxic substance" under any municipal, state or federal law, code or other regulation; (B) petroleum; (C) asbestos; (D) polychlorinated biphenyl; (E) any material or substance which is designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act, as amended; (F) any material or substance which is defined as "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, as amended; (G) any material or substance which is defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, as amended; (H) any material or substance which is defined as a toxic substance in the Toxic Substances Control Act, as amended; or (I) any substance which contaminates soil or ground water and causes degradation of the soil and/or water to the extent that remediation efforts are needed to restore the soil or water to its natural state. 55

Environment, Health, and Safety. (i) With respect to the Stores Business, the Seller and the Assets: 5.1.17.1 Seller its respective predecessors and Affiliates has complied with all laws (including rules and regulations thereunder) of federal, state state, local, and local foreign governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 (ii) With respect to the Business, the Seller has no liability Liability (and there is no basis Basis related to the past or present operations, properties properties, or facilities of the Seller and its predecessors and Affiliates for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against any of the Seller and its Subsidiaries giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 (iii) With respect to the Business, the Seller has no liability Liability (and the Seller has and its predecessors and Affiliates have not handled or disposed of any substance, arranged for the disposal of any substance substance, or owned or operated any property or facility in any manner that could form the basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand (under the common law or pursuant to any statute) against the Seller giving rise to any Liability) for damage to any site, location location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 (iv) With respect to the Business, the Seller has no liability Liability (and there is no basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof) concerning employee health and safety. 5.1.17.5 (v) With respect to the Business, the Seller has no Liability (and the Seller has not exposed any employee to any substance or condition that could form the Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to statute) against the Seller giving rise to any Liability) for any illness of or personal injury to any employee. (vi) With respect to the Business, the Seller has obtained and been in compliance with all of the terms and conditions of all permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, releases or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of or pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes. (vii) With respect to the Business, all properties and equipment used in the Business of the Seller have been free of asbestos, PCBs, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. (viii) With respect to the Business, all product labeling of the Seller has been in conformity with applicable laws (including rules and regulations thereunder). (ix) With respect to the Business, to Knowledge of the Seller, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that the Seller owns or ever has owned or that the Seller leases or ever has leased.

Environment, Health, and Safety. With respect to To the Stores Seller's Knowledge, each of the Companies and each of the Assets: 5.1.17.1 Seller Companies' predecessors and Affiliates has complied with all applicable laws (including rules and regulations thereunder) of federal, state state, provincial, local and local foreign governments (and all agencies thereof) concerning the environment, public health and safety, safety and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller any of them alleging any failure to comply with or Liabilities arising under any such law or regulation.. Without limiting the generality of the foregoing: 5.1.17.2 Seller (a) None of the Companies has no liability any Liability and none of the Companies has received any written notification of potential responsibility (and to the Knowledge of the Seller there is no basis Basis related to the past or present operations, properties or facilities of Seller any Company, and to the Seller's Knowledge, none of the Companies' predecessors and Affiliates for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller any Company giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, 1988 or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), the Canadian Environmental Protection Act (Canada), the Fisheries Act (Canada), the Transportation of Dangerous Goods Act (Canada), the Hazardous Materials Information Review Act (Canada) or any other law (or rule or regulation thereunder) of any federal, state state, provincial, local or local foreign government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, safety or pollution or protection of the environment.; 5.1.17.3 Seller (b) None of the Companies has no liability any material Liability (and to the Knowledge of the Seller none of the Companies and none of the Companies' predecessors and Affiliates has not handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to against any statute) against Seller Company giving rise to any material Liability) for damage to any site, location or body of water (surface or subsurface) or for illness or personal injury.; 5.1.17.4 Seller has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any Liabilityc) under Each of the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 Seller Companies has obtained and been in compliance with all of the material terms and conditions of all permits, licenses and other authorizations which are required under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federal, state state, provincial, local and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, decrees stipulations, injunctions and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, discharges, releases, releases or threatened releases of pollutants, contaminants, contaminants or chemical, industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water, water or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, contaminants or chemical, industrial, hazardous or toxic materials or wastes; (d) All properties and equipment used in the business of the Companies have been free of asbestos, PCBs, dioxins, dibenzofurans and Extremely Hazardous Substances except for the presence of such substances under circumstances that would not result in any material Liability to any of the Companies; (e) All product labeling of the Companies has been in substantial conformity with applicable laws (including rules and regulations thereunder); and (f) To the Knowledge of the Seller, no pollutant, contaminant or chemical, industrial, hazardous or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted or released on any real property that any of the Companies ever has owned or leased that could result in any material Liability to any of the Companies.

Environment, Health, and Safety. With respect to the Stores (a) Wexford and the Assets: 5.1.17.1 Seller has its predecessors and affiliates have each complied with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof) concerning the environment, public health and safety, safety and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation. 5.1.17.2 Seller (b) Wexford has no liability (and there is no basis related to the past or present operations, properties or facilities of Seller Wexford and its respective predecessors and affiliates) for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller Wexford giving rise to any liability) liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 Seller (c) Wexford has no liability (and Seller has not none of their predecessors and affiliates have handled or disposed of any substance, arranged for the disposal of any substance or owned or operated any property or facility in any manner that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand (under the common law or pursuant to any statute) against Seller giving rise to any Liability) liability for damage to any site, location location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller (d) Wexford has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller Sellers giving rise to any Liability) liability under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) concerning employee health and safety. 5.1.17.5 Seller (e) Wexford has no liability and has not exposed any employee or contractor to any substance or condition that could form the basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand (under the common law or pursuant to statute) against Wexford giving rise to any liability for any illness of or personal injury to any employee or contractor. (f) Wexford has obtained and been in compliance with all of the terms and conditions of all permits, licenses and other authorizations which are required under, and has have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in, all federal, state and local laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions and charges thereunder) relating to public health and safety, worker health and safety, safety and pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground watergroundwater, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminantscontaminants or chemical, industrial, hazardous, or toxic materials or wastes. (g) All properties and equipment used in the business of Wexford have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and other hazardous substances. (h) All product labeling of Wexford has been in conformity with applicable laws (including rules and regulations thereunder). (i) No pollutant, contaminant, or chemical, industrial, hazardous hazardous, or toxic materials material or wasteswaste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property comprising the Acquired Assets. (j) There are no underground storage tanks located on the Acquired Assets.

Environment, Health, and Safety. With respect to (i) To the Stores Knowledge of Sellers, WPC and the Assets: 5.1.17.1 Seller has its respective predecessors and Affiliates have complied with all laws (including rules and regulations thereunder) of federal, state state, local, and local foreign governments (and all agencies thereof) concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation, the violation of which could reasonably be expected to have a Material adverse effect upon WPC. 5.1.17.2 Seller (ii) To the Knowledge of the Sellers and the directors and officers of WPC, WPC has no liability Material Liability (and there is no basis Basis related to the past or present operations, properties properties, or facilities of Seller WPC and its respective predecessors and Affiliates for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller WPC giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign 31 government (or agency thereof), concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 Seller (iii) To the Knowledge of Sellers and the directors and officers of WPC, WPC has no liability Material Liability (and Seller has WPC, and its respective predecessors or Affiliates have not handled or disposed of any substance, arranged for the disposal of any substance substance, or owned or operated any property or facility in any manner that could form the basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand (under the common law or pursuant to any statute) against Seller WPC giving rise to any Material Liability) for damage to any site, location location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller (iv) To the Knowledge of Sellers and the directors and officers of WPC, WPC has no liability Material Liability (and there is no basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller WPC giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state state, local, or local foreign government (or agency thereof) concerning employee health and safety. 5.1.17.5 Seller (v) To the Knowledge of Sellers and the directors and officers of WPC, WPC does not have any Material Liability (and WPC has not exposed any employee to any substance or condition that could form the Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand (under the common law or pursuant to statute) against WPC giving rise to any Liability) for any illness of or personal injury to any employee. (vi) To the Knowledge of Sellers and the directors and officers of WPC, WPC has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state state, local, and local foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, dischargesdischarge, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes. (vii) To the Knowledge of Sellers and the directors and officers of WPC, all properties and equipment used in the business of WPC have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. (viii) To the Knowledge of Sellers and the directors and officers of WPC, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that WPC owns or ever has owned or that WPC leases or ever has leased.

Environment, Health, and Safety. With respect to (a) To the Stores Knowledge of Shareholders and the Assets: 5.1.17.1 Seller officers of the Company, the Company and its predecessors and Affiliates has complied with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof) any Governmental Authority concerning the environment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand demand, or notice has been filed or commenced against Seller any of them alleging any failure to comply with any such law or regulation, the violation of which would have a Material adverse effect. 5.1.17.2 Seller has no liability (b) To the Knowledge of the Shareholders and the officers of the Company, the Company does not have any Liability (and there is no basis Basis related to the past or present operations, properties properties, or facilities of Seller the Company and its predecessors and Affiliates for any SAGE I.T. PARTNERS, INC. AGREEMENT AND PLAN OF MERGER - 29 - 36 present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller the Company giving rise to any liabilityLiability) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse Act of 18991989, or the Emergency Planning and Community Right-Toto-Know Act of 1986 (each as amended), or any other law (or rule or regulation thereunder) of any federal, state Governmental Authority or local government (or agency thereof), common law remedy concerning release or threatened release of hazardous substances, public health and safety, or pollution or protection of the environment. 5.1.17.3 Seller has no liability (c) To the Knowledge of the Shareholders and the officers of the Company, the Company does not have any Liability (and Seller the Company and its predecessors and Affiliates has not handled or disposed of any substance, arranged for the disposal of any substance substance, or owned or operated any property or facility in any manner that could form the basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand (under the common law or pursuant to any statute) against Seller the Company giving rise to any Material Liability) for damage to any site, location location, or body of water (surface or subsurface) or for illness or personal injury. 5.1.17.4 Seller has no liability (d) To the Knowledge of the Shareholders and the officers of the Company, the Company does not have any Material Liability (and there is no basis Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim claim, or demand against Seller the Company giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state or local government (or agency thereof) Governmental Authority concerning employee health and safety. 5.1.17.5 Seller (e) To the Knowledge of the Shareholders and the officers of the Company, the Company does not have any Material Liability (and the Company has not exposed any employee to any substance or condition that could form the Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand (under the common law or pursuant to statute) against the Company giving rise to any Liability) for any illness of or personal injury to any employee. (f) To the Knowledge of the Shareholders and the officers of the Company, the Company has obtained and been in compliance with all of the terms and conditions of all permits, licenses licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules schedules, and timetables which are contained in, all federal, state and local laws of any Governmental Authority (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including laws relating to emissions, dischargesdischarge, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, SAGE I. T. PARTNERS, INC. AGREEMENT AND PLAN OF MERGER - 30 - 37 treatment, storage, disposal, transport transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic materials or wastes, the violation of which would have a Material adverse effect. (g) To the Knowledge of the Shareholders and the officers of the Company, all properties and equipment used in the business of the Company have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. (h) To the Knowledge of the Shareholders and the officers of the Company, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that the Company owns or ever has owned or that the Company leases or ever has leased.