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

Environment, Health, and Safety. i. With respect to the operation of the Stations and the Real Estate, to Seller's Knowledge the Seller is, and at all times in the past has been, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the Seller has no Liability (and to Seller's Knowledge 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, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. ii. To Seller's Knowledge, the Seller has obtained and at all times has been in compliance in all material respects 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 Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safety. iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, 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 of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.

Environment, Health, and Safety. i. With respect to Except as disclosed in the operation SEC Reports or set forth in Section 3.21 of the Stations and the Real EstateDisclosure Schedule, to Seller's Knowledge (a) the Seller is, and at all times each of its Subsidiaries is and has been within the last four years in the past has been, in material compliance in all material respects with all applicable Environmental Laws and all laws Laws; (including rules and regulations thereunderb) there has been no release or threatened release of federalany Hazardous Substance in amounts requiring clean-up on, stateupon, and local governments (and all agencies thereof) concerning employee health and safetyinto or from any site currently or heretofore owned, and to Seller's Knowledge leased or operated by the Seller has no Liability and/or any of its Subsidiaries; (and to Seller's Knowledge there is no Basis related to the past or present operations c) none of the Seller or its predecessors for any present or future Liability) under any Environmental LawSubsidiaries has received written notice since May 1, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, 1994 that Hazardous Substances generated by the Seller and/or any of its Subsidiaries that have been disposed of or come to rest at any site that has been included in the National Priority List or analogous state list; (d) there are no Liability underground Hazardous Substance storage tanks and no polychlorinated biphenyls (and to Seller's Knowledge there is no Basis for any present "PCBs") or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, PCB-containing equipment owned or demand against operated by the Seller giving rise to and/or any Liability) under of its Subsidiaries, and no hazardous waste as defined by the Occupational Safety Resource Conservation and Health Recovery Act, as amended, stored on, any site owned or operated by the Seller and/or any of its Subsidiaries, except for such underground tanks or equipment or waste in compliance with applicable Environmental Laws; and (e) the Seller and each of its Subsidiaries has made available to the Buyer true and correct copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments in their possession or control. Section 3.21 of the Disclosure Schedule lists (i) all real property leased, owned or operated by the Seller and/or any of its Subsidiaries at any time since January 1, 1990 that would have been required to be included in any of the Seller's annual reports on Form 10-K and, to the Knowledge of the Seller and its Subsidiaries, all other law such real property leased, owned or operated since such date and (or rule or regulation thereunderii) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. ii. To the Seller's Knowledge, all real property leased, owned or operated by the Seller has obtained and/or any of its Subsidiaries from January 1, 1965 until December 31, 1989. For purposes of this Section 3.21 only, all references to the "Seller" and at all times has been in compliance in all material respects with all of the terms to "its Subsidiaries" are intended to include any 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 entities to which are contained in, all Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safety. iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on Seller and/or any of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or its Subsidiaries may be considered a successor under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assetsapplicable Environmental Laws.

Environment, Health, and Safety. i. With (i) To Seller's Knowledge, with respect to the operation of the Stations and the Real Estate, to Seller's Knowledge the Seller is, and at all times in the past has been, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the The Seller has no Liability (and to Seller's Knowledge 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, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. (ii. ) To Seller's Knowledge, the Seller has obtained and at all times has been in compliance in all material respects 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 Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safety. (iii. Except as described in Section 2(q) of the Disclosure Schedule, to To Seller's Knowledge Knowledge, all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, no 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 of the Real Estate. To Seller's KnowledgeExcept as disclosed in Section 2(q) of the Disclosure Schedule, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the The Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.

Environment, Health, and Safety. i. With respect to To the operation Knowledge of Seller: (i) Each of the Stations Companies is in compliance with, and there has been no violation by the Real EstateCompanies of, to Seller's Knowledge since the respective date the Seller isacquired each of the Companies, all applicable Environmental Laws. Such compliance includes, but is not limited to, the possession by each of the Companies of all permits and at all times in the past has been, in compliance in all material respects with all other governmental authorizations required under applicable Environmental Laws and all laws Laws; (including rules and regulations thereunderii) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there There is no Basis related to the past pending or present operations Threatened claim, lawsuit, or administrative proceeding against any of the Seller or its predecessors for any present or future Liability) Companies under any Environmental Law, except as described in Section 2(q) . Neither Seller nor any of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the Seller Companies has no Liability (and to Seller's Knowledge there is no Basis for any present received written notice 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, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. ii. To Seller's Knowledge, the Seller has obtained and at all times has been in compliance in all material respects 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 Environmental Laws or law of written communication from any federal, state, or local or foreign government relating to worker health and safety. iii. Except as described in Section 2(q) governmental agency, having jurisdiction since the respective date the Seller acquired each of the Disclosure ScheduleCompanies, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on alleging that any of the Real Estate. To Seller's KnowledgeCompanies are in violation of any applicable Environmental Law or otherwise may be in liable under any applicable Environmental Law, which violation or liability is unresolved; and (iii) There have been no above ground releases, spills or underground storage tanks have ever been located at, discharges of Hazardous Substances on or under underneath any of the real property currently owned or leased by any of the Companies (the "Real Estate. To Seller's Knowledge, Property") since the respective date the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like acquired each of the Companies; (iv) The Seller or which are and the Companies have made available to the Buyer for the Buyer's review, true and complete records of (A) all reports assessing the Companies' compliance with Environmental Laws or the environmental condition of the properties that have been prepared within the last five years from the date hereof, to the extent that such reports are within the possession of Seller with respect or the Companies; (B) all test results relating to whether any of the Real Estate Properties have been impacted by Hazardous Substances, to the extent such test results are within the possession of Seller or the Companies on the date of this Agreement; and (C) any written notices of violation, administrative or judicial complaints, or administrative or judicial orders (collectively, "Environmental Documents"), relating to (1) violations or alleged violations of Environmental Law or (2) releases, spills or discharges of Hazardous Substances, to the Acquired Assetsextent, in both cases, that such Environmental Documents relate to the Properties, are within the possession of Seller or the Companies, and involve pending matters or were issued within the last three years. (v) The representations and warranties in this Section 5(u) are the sole and exclusive representations and warranties in this Agreement related to environmental matters.

Environment, Health, and Safety. i. With respect to the operation of the Stations and the Real Estate, to Seller's Knowledge the (i) The Seller is, and at all times in the past has been, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the The Seller has no Liability (and to Seller's Knowledge 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, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. (ii. To Seller's Knowledge, the ) The Seller has obtained and at all times has been in compliance in all material respects 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 Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safety. (iii. Except as described in Section 2(q) of the Disclosure Schedule, to To Seller's Knowledge Knowledge, all properties and equipment used in the Stations Seller's operations and the Acquired Assets are, and to Seller's Knowledge have been, been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, 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 of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the The Seller has delivered to the Buyers Buyer a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.

Environment, Health, and Safety. i. With respect (i) Except as disclosed in the report of the "Level I Assessment of the Concorde Industries Properties," dated November 15, 1990, prepared by ERM -- New England, Inc., a copy of which has previously been provided to the operation Buyer, to the Knowledge of the Stations Seller: each of the Target and the Real Estateits respective predecessors and Affiliates has complied with all Environmental, to Seller's Knowledge the Seller isHealth, and at all times in the past has been, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, stateSafety Laws, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the Seller has no Liability (and to Seller's Knowledge there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amendeddemand, or notice has been filed or commenced against any other law (or rule or regulation thereunder) of them alleging any federalfailure so to comply. Without limiting the generality of the preceding sentence, state, local, or foreign government (or agency thereof) concerning employee health each of the Target and safety, or for any illness of or personal injury to any employee. ii. To Seller's Knowledge, the Seller its respective predecessors and Affiliates has obtained and at all times has been in compliance in all material respects 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 Environmental Laws Environmental, Health, and Safety Laws. (ii) The Target does not have any Liability (and none of the Target and its respective predecessors and Affiliates has handled or law disposed of any federalsubstances, statearranged for the disposal of any substances, exposed any employee or other individual to any substance or condition, or local owned or foreign government relating operated any property or facility in any manner that could form the Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Target giving rise to worker health any Liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and safetySafety Law. (iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all All properties and equipment used in the Stations business of the Target and the Acquired Assets are, its respective predecessors and to Seller's Knowledge Affiliates have been, been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 21,2-trans-dichloroethylenetransdichloroethylene, dioxins, dibenzofuransdibensofurans, and Extremely Hazardous Substances. (a) CERTAIN BUSINESS RELATIONSHIPS WITH THE TARGET. To Seller's KnowledgeExcept as expressly disclosed in Section 4(o) of the Disclosure Schedule, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever none of the Seller and its Affiliates has been buriedinvolved in any business arrangement or relationship with the Target within the past 12 months, storedand none of the Seller and its Affiliates owns any asset, spilledtangible or intangible, leaked, discharged, emitted, or released on which is used in the business of any of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired AssetsTarget.

Environment, Health, and Safety. i. With respect to the operation (a) As of the Stations date hereof, neither nor any of its Subsidiaries has any reason to believe that any Hazardous Material- (as defined herein) related underground storage tanks, sumps, vaults, piping or other underground Hazardous Material-related equipment (collectively, "USTs"), are present at any property that DSW or any of its Subsidiaries has at any time owned, operated, occupied, or leased, where the use, condition, or presence of such USTs would be reasonably likely to give rise to any corrective, investigative, or remedial obligation or any exposure to money damages under any Environmental Law (as defined herein) that could reasonably be expected to have a Material Adverse Effect. (b) Neither DSW nor any of its Subsidiaries has disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous Material (collectively, "Hazardous Material Handling"), arranged for any Hazardous Material Handling, or exposed any employee or other individual to any Hazardous Material so as to give rise to any corrective, investigative, or remedial obligation under any Environmental Law that could reasonably be expected to have a Material Adverse Effect. (c) Neither DSW nor any of its Subsidiaries is aware of the presence at any time of any Hazardous Material-related contamination at, in, on, beneath, or relating to any property that DSW or its Subsidiaries has at any time owned, operated, occupied, or leased that could reasonably be expected to have a Material Adverse Effect. (d) DSW and the Real Estate, to Seller's Knowledge the Seller is, and at all times in the past has been, its Subsidiaries have performed or arranged Hazardous Material Handling in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and except where non- compliance would not reasonably be expected to Seller's Knowledge have a Material Adverse Effect. Without limiting the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations generality of the Seller preceding sentence, neither DSW nor any of its subsidiaries has disposed of, labeled, packaged, transported, sold, recycled, discarded, or its predecessors for manufactured any present product or future Liabilitycomponent of a product containing a Hazardous Material (the "Hazardous Material Product Activities") under in violation of any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, Laws where such violation would reasonably be expected to Seller's Knowledge, the Seller has no Liability (and to Seller's Knowledge 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, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employeehave a Material Adverse Effect. ii. To Seller's Knowledge(e) DSW and its Subsidiaries currently hold all governmental environmental Hazardous Material-related approvals, the Seller has obtained and at all times has been in compliance in all material respects with all of the terms and conditions of all permits, licenses, clearances, consents, and orders (the "Environmental Permits") necessary for the conduct of their respective Hazardous Material Handling and Hazardous Material Product Activities and other authorizations which businesses of DSW and its Subsidiaries as such activities are required undercurrently being conducted, and has complied with all except where the failure to hold any such Environmental Permit would not reasonably be expected to have a Material Adverse Effect. (f) No action, proceeding, revocation proceeding, amendment procedure, writ, injunction, or other limitationsgovernmental action is pending or, restrictionsto the knowledge of DSW threatened, conditionsconcerning any Environmental Permits, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental Laws or law any Hazardous Material Handling or any Hazardous Material Product Activities of DSW or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect. (g) Neither DSW nor any of its Subsidiaries is aware of any federalfact or circumstance which could involve DSW or any of its Subsidiaries in any litigation or in any administrative enforcement action, statepenalty or sanction, or local impose upon DSW or foreign government relating to worker health and safety. iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, 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 of the Real Estate. To Seller's Knowledgeits Subsidiaries any liability, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any Hazardous Materials Handling, any Hazardous Material Product Activities, or any Hazardous Material-related contamination relating to any business operation of the Real Estate DSW or its Subsidiaries or relating to a property that DSW or any of its Subsidiaries at any time has owned, operated, occupied, or leased that could reasonably be expected to have a Material Adverse Effect. (h) To the Acquired Assetsknowledge of DSW and the Major Shareholders, no property that DSW or any of its Subsidiaries has at any time owned, operated, occupied, or leased is proposed for listing on the National Priorities List, CERCLIS, or any similar state, local or foreign list of sites that potentially endanger human health, ecology or environment or that require environmental investigation or cleanup. (i) To the knowledge of DSW and the Major Shareholders, any asbestos- containing material which is on, in or a part of any property or structure thereon currently owned, operated, occupied, or leased by DSW or any of its Subsidiaries complies with current applicable standards of Environmental Law except where non-compliance would not have a Material Adverse Effect. (j) To the knowledge of DSW and the Major Shareholders, no governmental notification, approval, or consent, whether before or after the Closing, is required under Environmental Laws in connection with the consummation of the transaction contemplated by this Agreement. (k) As used herein, "Hazardous Material" means any substance, waste, material, chemical, compound or mixture which is harmful to the environment, flora, fauna, or human health, or which is flammable, ignitable, corrosive, reactive, radioactive, or explosive, or which is defined, listed, designated, described or characterized under Environmental Laws as hazardous, toxic, biohazardous, a contaminant, a pollutant, or words of similar import, and includes without limitation asbestos, polychlorinated biphenyls, petroleum (including crude oil or any fraction or distillate thereof), and natural gas.

Environment, Health, and Safety. i. With respect (a) As at the Closing Date each of the Acquired Companies is in compliance with all applicable Laws, regulations and orders pertaining to environment, health and safety ("ENVIRONMENT, HEALTH AND SAFETY REQUIREMENTS"), nor have they received any notification of any alleged violation of such Laws, regulations and orders. Furthermore, no actions, proceedings (judicial or administrative) are currently pending against any of the Acquired Companies concerning any such alleged violation. (b) Without limiting the generality of the foregoing, each of the Acquired Companies has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their Business. (c) SCHEDULE 5.29(C) sets forth the Stations accurate and the Real Estatecomplete list of all reports, to Seller's Knowledge the Seller isinvestigations notices, and at all times in other environmental information regarding the past Operational Projects. None of the Acquired Companies, nor to the Knowledge of Vendor, their respective predecessors or previous owners of the parcels or buildings has beenreceived any written or oral notice, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) report or other information regarding any actual or alleged violation of federalEnvironmental, stateHealth, and local governments Safety Requirements, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements. (d) None of the following exists at any property or facility owned or operated by the Acquired Companies: (1) underground storage tanks (excluding mandatory oil traps (parking) and grease traps (restaurants); (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas. (e) None of the Acquired Companies nor to the Knowledge of Vendor their respective predecessors or previous owners of the parcels or buildings have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and all agencies thereofno such property or facility is contaminated by any such substance) concerning employee health and safetyin a manner that has given or would give rise to Liabilities, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any environmental, health, and safety requirements. (f) Neither this Agreement nor the consummation of the Transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to Seller's or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements. (g) None of the Acquired Companies, nor to the Knowledge of Vendor any of their respective predecessors or previous owners of the Seller has no Liability parcels or buildings has, 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 relating to Environmental, Health, and Safety Requirements. (and to Seller's Knowledge there is no Basis related h) No facts, events or conditions relating to the past or present facilities, properties or operations of the Seller Acquired Companies, or its any of their respective predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) previous owners of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Scheduleparcels or buildings will prevent, to Seller's Knowledgehinder or limit continued compliance with Environmental, the Seller has no Liability (Health, and to Seller's Knowledge there is no Basis for any present or future chargeSafety Requirements, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against the Seller giving give rise to any Liability) under the Occupational Safety investigatory, remedial or corrective obligations pursuant to environmental, health, and Health Act, as amendedsafety requirements, or give rise to any other law (or rule or regulation thereunder) of any federalLiabilities pursuant to Environmental, state, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. ii. To Seller's Knowledge, the Seller has obtained and at all times has been in compliance in all material respects with all of the terms and conditions of all permits, licensesHealth, and other authorizations which are required underSafety Requirements, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental Laws or law of including without limitation any federal, state, or local or foreign government relating to worker health and safetyonsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, 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 of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.

Environment, Health, and Safety. i. With respect to the operation of the Stations (a) The Company and the Real Estate, to Seller's Knowledge the Seller is, and at all times in the past has been, its subsidiaries are in compliance in all material respects with all Environmental Laws (as defined below) and all laws (including rules and regulations thereunder) of federalno civil, state, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past criminal or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the Seller has no Liability (and to Seller's Knowledge there is no Basis for any present or future charge, complaint, administrative action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amendeddemand, or notice is pending against any other law (or rule or regulation thereunder) of them alleging any federalfailure to so comply. Without limiting the generality of the preceding sentence, state, local, or foreign government (or agency thereof) concerning employee health each of the Company and safety, or for any illness of or personal injury to any employee. ii. To Seller's Knowledge, the Seller its subsidiaries has obtained and at all times has been in material compliance in all material respects with all of the terms and conditions of all material permits, licenses, and other authorizations which that are required under, and has complied complied, in all material respects, with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained inin the Environmental Laws. (b) No real property or facility now or previously owned, all used, operated, leased, managed or controlled by the Company or its subsidiaries or any predecessor in interest is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Laws or law Response, Compensation, and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of any federal1980, stateas amended ("CERCLA"), or on any comparable state or local list established pursuant to any environmental law, and neither the Company nor any of its subsidiaries has received any notification of potential or foreign government relating to worker health and safetyactual liability or request for information under CERCLA or any comparable state or local Environmental Law. iii. (c) Except as described disclosed in Section 2(q2.18(c) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used there have been no releases (i.e., any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping, on site or off site) of any Hazardous Materials by the Company or its subsidiaries or any predecessor in interest at, on, under, from or into any facility or real property owned, operated, leased, managed or controlled by the Stations and Company other than releases which have not had a material adverse effect on the Acquired Assets areassets, and to Seller's Knowledge have beenproperties, free of asbestosfinancial condition, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, no pollutant, contaminantoperating results, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any business of the Real Estate. To Seller's KnowledgeCompany. (d) For the purpose of this Agreement, no above ground or underground storage tanks have ever been located at, on or under "Environmental Laws" means the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.common

Environment, Health, and Safety. i. With respect to the operation Except as set forth in Section 4.1(r) of the Stations Disclosure Schedule and except as disclosed in the Real Estate, environmental reports provided to Seller's Knowledge the Seller isStoneridge and set forth on Schedule 4.1(r): (i) Old BCS has been, and at all times in the past has beencurrently is, in compliance in all material respects with all Environmental Laws Environmental, Health and all laws (including rules and regulations thereunder) of federal, stateSafety Laws, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there is no Basis related material contingent liability of Old BCS relating to any Environmental, Health and Safety Laws; (ii) Old BCS has and is in compliance in all material respects with all Permits required under applicable Environmental Health and Safety Laws necessary to operate the Business and all Permits are in full force and effect except to the past extent that the timely renewal applications have been filed but not yet acted upon and Old BCS is not aware of any fact or present operations circumstance that would prohibit the transfer of the Seller any required permits to New BCS; (iii) Old BCS has not received any written notice of violation of Environmental Health or its predecessors for Safety Laws or other written or verbal communication alleging any present violation of Environmental Health or future Liability) under Safety Laws, including any Environmental Lawinvestigatory, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the Seller has no Liability (and to Seller's Knowledge there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claimremedial, or demand against the Seller giving rise corrective obligations relating to any Liability) under the Occupational Safety and Health Act, as amendedOld BCS, or any other law facility or property currently or formerly owned, leased or otherwise operated by Old BCS; (iv) To the Knowledge of the Members, Xxxxxx and Old BCS, Old BCS has no liability (i) for damage to any site, location or rule body of water (surface or regulation thereunder) of any federal, state, localsubsurface), or foreign government (or agency thereofii) concerning employee health and safety, or for any illness of or personal injury to any employeeemployee or other Person under any Environmental, Health and Safety Laws and there are no hazardous materials, substances or wastes, in, on or under any of Old BCS’s facilities in violation of Environmental Health and Safety Laws or in quantities that could subject Old BCS or New BCS to any obligation to investigate, remediate, or take other action under any Environmental Health and Safety Law; (v) Old BCS has not received notice that it is a potentially responsible party for a federal or state environmental cleanup site or for corrective action under the Comprehensive Environmental Response and Liability Act of 1980 (“CERCLA”), 42 U.S.C. § 9601 et seq. ii. To Seller's Knowledge, as amended, the Seller has obtained Resource Conservation and at Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., as amended, or any other applicable Environmental, Health and Safety Laws; (vi) To the Knowledge of the Members, Xxxxxx and Old BCS, all times has been properties, machinery, equipment and product used or produced in the Business are free of asbestos, PCB’s, dioxins, dibenzofurans and Hazardous Substances, except to the extent their presence is in compliance in all material respects with the Environmental, Health and Safety Laws; and (vii) Old BCS has delivered or made available to Stoneridge all material environmental reports in its, its Members, or its Members’ Affiliates or its consultants’ or agents’ possession, including, by way of example only, any Phase I, Phase II or other reports that document, memorialize, summarize, or otherwise assess or evaluate 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 Environmental Laws or law environmental condition of any federalmaterial parcel of property currently or formerly owned, stateoperated, or local or foreign government relating to worker health and safetyand/or leased by Old BCS. iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, 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 of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.

Environment, Health, and Safety. i. With respect to the operation Except as disclosed in Section 3.23 of the Stations and the Real Estate, to Seller's Knowledge the Seller is, and at all times in the past has been, in compliance Disclosure Schedule: 3.23.1 The Business conforms in all material respects with all applicable Environmental Laws and all laws (including rules and regulations thereunder) of federal, stateLaws, and local governments (and all agencies thereof) concerning employee health and safetyneither the real property used by the Business nor any activities, and operations or conditions thereon currently are in violation, in any material respect, of any applicable Environmental Law. Alpha Wire Corporation 3.23.2 Since January 1, 1991, to Seller's Knowledge Knowledge, Seller has timely filed all required reports, obtained all required approvals, and generated and maintained all required data, documentation and records with respect to the Business under applicable Environmental Laws. 3.23.3 Seller has obtained all permits required under applicable Environmental Laws necessary for the operation of the Business, and currently is in material compliance with all terms and conditions of such environmental permits. 3.23.4 Prior to Seller's acquisition of any ownership or leasehold interest in the real property it uses, to Seller's Knowledge, no Regulated Materials were used, handled, stored or disposed of on, at or beneath such real property in violation of any applicable Environmental Law. From and after Seller's acquisition of its ownership or leasehold interest in such real property, no Regulated Materials have been used, handled, stored or disposed of on, at or beneath the real property in violation in any material respect of any applicable Environmental Law by Seller or, to Seller's Knowledge, by any other Person. 3.23.5 No gasoline or other aboveground or underground storage tank is or was located at the real property while the real property was owned or leased by Seller, or to Seller's Knowledge, while the real property was owned or leased by any other Person. Alpha Wire Corporation 3.23.6 Seller has no Liability knowledge of any pending investigation, claim, action, charge, complaint, demand, suit, hearing or other proceeding by any governmental authority having jurisdiction over such matter under any applicable Environmental Law, or by any other Person, with respect to the Business or matters relating thereto. Since January 1, 1991, Seller has not received written notice of any claim (and to Seller's Knowledge there is exists no Basis related such claim) by any Person alleging the violation of, or any potential liability under, any applicable Environmental Law with respect to the past or present operations Business. 3.23.7 Except in a manner which did not constitute a violation of the Seller or its predecessors for any present or future Liability) under any applicable Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure ScheduleLaws, to Seller's Knowledge, neither Seller nor any other Person has caused or permitted (i) any Regulated Materials to be generated, stored on, placed, held, generated or treated, or released, disposed or discharged from, on, under or at any real property used by Seller or any part thereof (including any resulting groundwater contamination), or (ii) the off- site disposal of Regulated Materials at any other location. 3.23.8 Seller has no Liability (and knowledge of any area on the real property it uses as to Seller's Knowledge there is no Basis its previously being used as a dump site for any present waste materials, whether 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) not such Alpha Wire Corporation historic disposal activities constituted a violation of any federal, state, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employeeapplicable Environmental Law. ii. 3.23.9 To Seller's Knowledge, the Seller has obtained and at all times has been real property used by the Business does not contain asbestos in compliance any form other than the asbestos around certain pipes identified in all material respects 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 Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safety. iii. Except Seller's report prepared by Whxxxxx xnd as described noted in Section 2(q) 3.23.9 of the Disclosure Schedule. 3.23.10 Concurrently with or prior to the date of Seller's delivery of the Disclosure Schedules, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, 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 of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a Buyer true, correct and complete copy copies of all environmental claims, reports, studiesaudits, compliance actions investigations, correspondence and notices received by Seller relating to the presence of any Regulated Materials at the real property used by the Business or the like violation of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assetsapplicable Environmental Law by Seller.

Environment, Health, and Safety. i. With (i) To Seller's Knowledge, with respect to the operation of the Stations and the Real Estate, to Seller's Knowledge the Seller is, and at all times in the past has been, is in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the Seller has no Liability (and to Seller's Knowledge 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, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. (ii. ) To the Seller's Knowledge, the Seller has obtained and at all times has been in compliance in all material respects 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 Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safetyLaws. (iii. Except as described in Section 2(q) of To the Disclosure Schedule, to Seller's Knowledge Knowledge, all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, are free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To the Seller's Knowledge, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been is buried, stored, spilled, leaked, discharged, emitted, or released on any of the Real Estate. To the Seller's Knowledge, no above ground or underground storage tanks have ever been are located at, on or under the Real Estate. To Seller's Knowledge, the The Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.

Environment, Health, and Safety. i. With respect to the operation of the Stations (i) The Company has obtained all permits, licenses and the Real Estate, to Seller's Knowledge the Seller is, and at all times in the past has been, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of other authorizations which are required under federal, state, state and local governments (and all agencies thereof) concerning employee laws relating to public health and safety, worker health and to Seller's Knowledge the Seller has no Liability safety (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the Seller has no Liability (and to Seller's Knowledge 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 including the Occupational Safety and Health Act, as amended) and pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials or wastes into ambient air, surface water, ground water, or any other law (lands or rule or regulation thereunder) of any federalotherwise relating to the manufacture, stateprocessing, localdistribution, use, treatment, storage, disposal, transport, or foreign government handling of pollutants, contaminants or hazardous or toxic materials or wastes (or agency thereof) concerning employee health "Environmental and safety, or for any illness of or personal injury to any employeeSafety Laws"). (ii. To Seller's Knowledge, the Seller has obtained and at all times has been ) The Company is in material compliance in all material respects with all of the terms and conditions of any and all required permits, licenses, and other authorizations which are required underand, and has complied to its knowledge (having conducted, in connection with previous transactions, reasonable investigations with respect to the environmental condition of the Company's properties), with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedulesschedules and timetables contained in any Environmental and Safety Laws or any notice or demand letter issued, entered, promulgated or approved thereunder, except where failure so to comply would not have a Material Adverse Effect. (iii) Without limiting the foregoing and except with respect to matters identified in the SEC Filings and other Disclosed Information, to the Company's knowledge (having conducted, in connection with previous transactions, reasonable investigations with respect to the environmental condition of the Company's properties), (A) the Company has not disposed of any chemical, toxic or hazardous waste in any manner which could form the basis for any present or future claim, demand or action seeking clean-up of any site, location, or body of water, surface or subsurface, and timetables which (B) there are contained in, all Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safety. iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB'sno polychlorinated biphenyls, methylene chloride, trichloroethylene, trichlorethylene 1, 2-trans-dichloroethylenetransdichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's KnowledgeSubstances (as defined in Section 302 of the Emergency Planning and Community Right-to-Know Act of 1986, no pollutant, contaminant, as amended) or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released asbestos on any of properties owned, leased or used by the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered Company reasonably expected to give rise to liability to the Buyers a complete copy Company (other than the Company's obligation to handle and dispose of all environmental claims, reports, studies, compliance actions or the like of the Seller or that which are available to the Seller is there in accordance with respect to any of the Real Estate or any of the Acquired Assetsapplicable law).

Environment, Health, and Safety. Except as disclosed in Section 2(q) of the Disclosure Schedule: i. With respect to the operation of the Stations and the Real Estate, to Seller's Knowledge the Seller isSellers are, and at all times in the past has have been, in compliance in all material Material respects with all then-effective Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and and, to Seller's Knowledge Sellers' Knowledge, the Seller has Sellers have no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller Sellers or its their predecessors for any present or future Material Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's To Sellers' Knowledge, the Seller has Sellers have no Liability (and to Seller's Knowledge there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against the Seller 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, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employee. ii. To Seller's Knowledge, the Seller has The Sellers have obtained and at all times has have been in compliance in all material Material respects with all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and has have Materially complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safety. iii. Except as described in Section 2(q) of the Disclosure ScheduleTo Sellers's Knowledge, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylenetransdichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous SubstancesSubstances unless the presence of such Materials is in conformity with Environmental Laws. To Seller's Knowledge, Seller has no Knowledge that any pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has have been unlawfully buried, stored, spilled, leaked, discharged, emitted, or released on any of the Real Estate. To Seller's Sellers' Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has The Sellers have delivered to the Buyers a Materially complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller Sellers or which are available to the Seller Sellers with respect to any of the Real Estate or any of the Acquired Assets.

Environment, Health, and Safety. i. With respect to the operation (1) Except as disclosed in Section 3.26 of the Stations and the Real Estate, to Seller's Knowledge Disclosure Schedule: (1) the Seller isin connection with the business of the CSG, has complied and at all times in the past has been, is in compliance in all material respects with all applicable Environmental Laws and all laws Safety Laws the violation of which could have a Material Adverse Effect; (including rules and regulations thereunder2) the Seller in connection with the business of federal, statethe CSG has obtained, and local governments is and has been in material compliance with the conditions of, all Environmental Permits required for the continued conduct of the business of the CSG in the manner now conducted and presently proposed to be conducted by the CSG as of the date of this Agreement; (3) the Seller in connection with the business of the CSG has filed all required applications, notices and other documents necessary to effect the timely renewal or issuance of all agencies thereofEnvironmental Permits for the continued conduct of the business of the CSG in the manner now conducted and presently proposed to be conducted by the CSG as of the date of this Agreement; (4) concerning employee health the Seller has not received notice that there are past or present events, conditions or circumstances, that are likely to interfere with or otherwise affect the business of the CSG in the manner now conducted or which would interfere with compliance with any Environmental Law or Permit or Safety Law; (5) the Seller has not received notice that there are circumstances or conditions present at or arising out of the present or former assets, properties, leaseholds, businesses or operations of the Seller in connection with the business of the CSG in respect of off-site storage, transportation or disposal of, or any off-site Release of, a Chemical Substance which reasonably may be expected to give rise to any Environmental Liabilities and safetyCosts; (6) the Seller has not received notice that there are circumstances or conditions present at or arising out of the present or former assets, properties, leaseholds, businesses or operations of the Seller in connection with the business of the CSG, including but not limited to any on-site Storage, use, disposal or Release of a Chemical Substance, which reasonably may be expected to give rise to any Environmental Liabilities and Costs or Safety Liabilities and Costs; (7) the Seller in connection with the business of the CSG or the present or past assets, properties, businesses, leaseholds or operations of the Seller in connection with the business of the CSG has not received within the past three years any order, decree, judgment, complaint, agreement, claim, citation, or notice and is not subject to Seller's Knowledge any ongoing judicial or administrative proceeding indicating that the Seller or the past and present assets of the CSG are or may be: (A) in violation of any Environmental Law; (B) in violation of any Safety Laws; (C) responsible for the on-site or off-site storage or Release of any Chemical Substance; or, (D) liable for any Environmental Liabilities and Costs or Safety Liabilities and Costs; (8) the Seller has no Liability reason to believe that the CSG will become subject to a matter identified in subsection (vii); and the Seller has not received notice of any investigation or review with respect to Seller's Knowledge there such matters is no Basis related pending or is threatened, nor has any Authority or other third-party indicated an intention to conduct the past or present operations same; (9) neither the business of the Seller CSG nor any of the Acquired Assets is subject to, or its predecessors for any present or future Liability) under as a result of the transactions contemplated by this Agreement will be subject to, the requirements of any Environmental LawLaws or other Laws which require notice, except as described in disclosure, cleanup or approval prior to transfer of such Acquired Assets or the business of the CSG or which will impose Liens on such Acquired Assets or otherwise interfere with or affect the business of the CSG ("Environmental Transfer Laws") or if subject to such requirements, the Seller has complied therewith; (10) Section 2(q) 3.26 of the Disclosure Schedule. Except Schedule lists all property presently or previously leased, owned or operated by the Seller in connection with the business of the CSG and identifies all such property (and the area within that property) that has been used by the CSG or by any other Person (including a prior owner or operator) for the storage or disposal of Chemical Substances; (11) copies of all waste manifests under the Resource Conservation and Recovery Act of 1976 as described now in effect for treatment, storage, disposal, reuse or recycling in connection with the transport or disposal of Chemical Substances originating from the CSG or the Acquired Assets have been made available to Buyer; (12) Section 3.26 of the Disclosure Schedule sets forth a list of all underground storage tanks owned or operated at any time by the Seller in connection with the business of the CSG and except as disclosed in Section 2(q) 3.26 of the Disclosure Schedule, to Seller's Knowledge, the Seller has no Liability (not received notice that any such tank is leaking or has leaked at any time in the past, and to Seller's Knowledge there is no Basis for pollution or contamination of the Environment caused by or contributed to or threatened by a Release of a Chemical Substance from any present such tank; and (13) Section 3.26 of the Disclosure Schedule lists all environmental audits, inspections, assessments, investigations or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, similar reports in the Seller's possession or demand against of which the Seller giving rise is aware relating to any Liability) under the Occupational Acquired Assets or the CSG's business or the compliance of the same with applicable Environmental Laws and Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employeeLaws. ii. To (2) For purposes of this Section 3.26 only, all references to the "Seller's Knowledge, " are intended to include any and all other entities to which the Seller has obtained may be considered a successor under applicable Environmental Laws. The representations and at all times has been warranties in compliance in all material respects this section are the only representations and warranties 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 respect to Environmental Laws or law of any federal, stateEnvironmental Liabilities and Costs, or local Safety Laws or foreign government relating to worker health Safety Liabilities and safetyCosts notwithstanding any other language in this Agreement of general applicability. iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, 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 of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.

Environment, Health, and Safety. i. With There is no Action pending against ------------------------------- the Company in respect of (i) noncompliance by the Company with any Environmental Law or (ii) Release into the environment of any Chemical Substance. Except as set forth on Schedule 3.23, ------------- there has been no material Release of any Chemical Substance on, upon, into or from any site currently or herefore owned, leased or otherwise used by the Company. Except as set forth on Schedule 3.23, to the operation Seller's Knowledge, there ------------- has been no Chemical Substance generated by the Company that has been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local "superfund" site list or any other similar list of hazardous or toxic waste sites published by any Governmental Authority in the United States. Except as set forth on Schedule 3.23, there are no underground ------------- storage tanks located on, no polychlorinated biphenyls ("PCBs") or PCB- containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in quantities that are used by the Company in the Ordinary Course of Business. The Seller and the Stockholder have presented the Buyer with all environmental reports, audits, assessments or similar documents regarding any site currently or heretofore owned, leased or otherwise used by the Seller in the conduct of the Stations and Business. To the Real Estate, to Seller's Knowledge Knowledge, the Seller is, and at all times in the past has been, Company is in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and to Seller's Knowledge the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law, except as described in Section 2(q) of the Disclosure Schedule. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge, the Seller has no Liability (and to Seller's Knowledge 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, local, or foreign government (or agency thereof) concerning employee health and safety, or for any illness of or personal injury to any employeeLaws. ii. To Seller's Knowledge, the Seller has obtained and at all times has been in compliance in all material respects 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 Environmental Laws or law of any federal, state, or local or foreign government relating to worker health and safety. iii. Except as described in Section 2(q) of the Disclosure Schedule, to Seller's Knowledge all properties and equipment used in the Stations and the Acquired Assets are, and to Seller's Knowledge have been, free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, 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 of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. To Seller's Knowledge, the Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to any of the Real Estate or any of the Acquired Assets.