Common use of Environmental and Health/Safety Matters Clause in Contracts

Environmental and Health/Safety Matters. (a) The Company has at all times been in material compliance with Environmental Laws applicable to assets used in the Business (“Business Assets”), and the Company is not in breach of any Environmental Laws or liable for any penalties, fines or forfeitures for failure to comply with Environmental Laws. (b) The Company has obtained, or caused to be obtained (except where such failure to obtain has not resulted in a Material Adverse Effect), and, to the Knowledge of the Company or the Seller, is in material compliance with, all applicable and material Permits required by Environmental Laws and necessary for the operation of the Business. Copies of such Permits have been provided to the Buyer. There are no administrative or judicial investigations, notices, claims or other proceedings pending or, to the Knowledge of the Seller, threatened by any Governmental Authority or third parties against the Company or any of the Business Assets which question the validity or entitlement of the Company to any Permit. (c) The Company has neither received nor does the Seller have Knowledge of any non compliance order, warning letter, investigation, notice of violation, claim, suit, action, judgment, or administrative or judicial proceeding pending or threatened against or involving the Company issued by any Governmental Authority or third party with respect to any Environmental Laws, which has not been resolved to the satisfaction of the issuing Governmental Authority or third party and to the Knowledge of any of the Seller, no facts or circumstances exist which are likely to give rise to any litigation or arbitration proceedings by or against the Company in connection with Environmental Laws. (d) Full details have been disclosed of the assessment carried out by the Company pursuant to the Control of Substances Hazardous to Health Regulations 1988. (e) The Company has not used, disposed of, generated, stored, transported, dumped, released, deposited, buried or emitted any Hazardous Substance at, on, from or under any Relevant Property or at, on, from or under any other premises. No other person has used, disposed of, generated, stored, transported, dumped, released, deposited, buried or emitted any Hazardous Substance at, on, from or under any Relevant Property. No Relevant Property is included on or referred to in any register of contaminated land or any similar record or register. (f) There is no contamination of groundwater underneath any Relevant Property and there have been no discharges or spillages of any substance likely to lead to such contamination. No Relevant Property has ever been a waste disposal site and none of the Seller, the Company or any third party has ever stored waste on or transported waste onto any Relevant Property. (g) There are no storage tanks, above or below ground, on any Relevant Property and to the Seller’s Knowledge there have been no such tanks on any Relevant Property in the past. (h) The Disclosure Schedule contains a true and complete schedule of all material environmental audits, assessments, investigations or occupational health studies undertaken by, or on behalf of, the Company, relating to or affecting the Company or any of the Relevant Properties. (i) The Disclosure Schedule contains a list of the Business Assets which have been confirmed to contain PCBs or “asbestos” or “asbestos containing material” (as such terms are identified under the Environmental Laws). The Company has operated and continues to operate in material compliance with all Environmental Laws governing the handling, use and exposure to and disposal of PCBs or asbestos or asbestos containing materials, except where such noncompliance would not have a Material Adverse Effect on the Company. There are no claims, actions, suits, governmental investigations or proceedings brought by any Governmental Authority or third party pending, or, to the Knowledge of the Seller threatened against or directly affecting Company, the Business Assets or the Business relating to the use, handling or exposure to and disposal of PCBs or asbestos or asbestos containing materials in connection with their assets and operations. (j) The Disclosure Schedule contains a true and complete schedule of the operations and activities, and locations thereof, which have been conducted and are being conducted by the Company on any of the Relevant Properties which have involved the generation, accumulation, storage, treatment, transportation, labeling, handling, manufacturing, use, recycling, spilling, leaking, dumping, discharging, release or disposal of any material quantities of Hazardous Substances. (k) The Company complies and has at all times complied with Health & Safety Law including all conditions, limitations, obligations, prohibitions and requirements contained in Health & Safety Law and to the Knowledge of the Seller there are no facts or circumstances which may lead to any breach of any Health & Safety Law. There have been no claims, investigations or proceedings against or to the Knowledge of the Seller, threatened against the Company or any of its directors, officers or employees in relation to the business in respect of accidents, injuries, illness, disease or other harm to the health and safety of employees, contractors or any other persons caused by breaches of Health & Safety Law or otherwise.

Environmental and Health/Safety Matters. (a) The Company To the Knowledge of RESO, it is and has at all times been in material compliance with Environmental Laws applicable to assets used in the Business (“Business Assets”), and the Company Business and RESO is not in breach of any Environmental Laws or currently liable for any penalties, fines or forfeitures for failure to comply with Environmental Laws. (b) The Company RESO has obtained, or caused to be obtained (except where such failure to obtain obtain, or failure to cause to be obtained, has not resulted in a Material Adverse Effect), and, to the Knowledge of the Company or the SellerRESO, is in material compliance with, all applicable and material Permits required by Environmental Laws and necessary for the operation of the Business. Copies of such Permits have been provided to the BuyerTHK. There are no administrative or judicial investigations, notices, claims or other proceedings pending or, to the Knowledge of the SellerRESO, threatened by any Governmental Authority or third parties against the Company RESO or any of the Business Assets which question the validity or entitlement of the Company RESO to any PermitPermit wherein an unfavorable decision, ruling or finding could have a Material Adverse Effect on RESO. (c) The Company RESO has neither received nor does the Seller it have Knowledge of any non compliance order, warning letter, investigation, notice of violation, claim, suit, action, judgment, or administrative or judicial proceeding pending or threatened against or involving the Company RESO, issued by any Governmental Authority or third party with respect to any Environmental Laws, which has not been resolved to the satisfaction of the issuing Governmental Authority or third party and to the Knowledge of any of the Seller, no facts or circumstances exist which are likely to give rise to any litigation or arbitration proceedings by or against the Company in connection with Environmental Lawscould have a Material Adverse Effect on RESO. (d) Full details have been disclosed To the Knowledge of the assessment carried out by the Company pursuant to the Control of Substances Hazardous to Health Regulations 1988. (e) The Company RESO, it has not generated, manufactured, used, recycled, transported, transferred, stored, handled, treated, discharged, Released or disposed of, generatednor has it allowed or arranged for any third parties to generate, storedmanufacture, transporteduse, dumpedrecycle, releasedtransport, depositedtransfer, buried store, handle, treat, discharge, Release or emitted any Hazardous Substance at, on, from or under any Relevant Property or at, on, from or under any other premises. No other person has used, disposed dispose of, generatedHazardous Substances or other Waste (which, storedfor purposes of this Section 4.18(d) only, transportedWaste shall include white goods and recyclable materials) to or at any location, dumpedincluding property currently or previously owned by it, releasedother than a site lawfully allowed or permitted by the Environmental Laws or other applicable requirements of Laws to receive such Hazardous Substances or other Waste for such purposes, depositednor has it performed, buried arranged for or emitted allowed by any Hazardous Substance atmethod or procedure such generation, onmanufacture, from use, recycling, transportation, transfer, storage, treatment, spillage, leakage, dumping, discharge, Release or under any Relevant Property. No Relevant Property is included on or referred to disposal in any register of contaminated land or any similar record or register. (f) There is no contamination of groundwater underneath any Relevant Property and there have been no discharges or spillages material contravention of any substance likely to lead to such contamination. No Relevant Property has ever been a waste disposal site and none of the Seller, the Company or any third party has ever stored waste on or transported waste onto any Relevant Property. (g) There are no storage tanks, above or below ground, on any Relevant Property and to the Seller’s Knowledge there have been no such tanks on any Relevant Property in the past. (h) The Disclosure Schedule contains a true and complete schedule of all material environmental audits, assessments, investigations or occupational health studies undertaken by, or on behalf of, the Company, relating to or affecting the Company or any of the Relevant Properties. (i) The Disclosure Schedule contains a list of the Business Assets which have been confirmed to contain PCBs or “asbestos” or “asbestos containing material” (as such terms are identified under the Environmental Laws). The Company has operated and continues to operate in material compliance with all Environmental Laws governing the handling, use and exposure to and disposal of PCBs or asbestos or asbestos containing materials, except where such noncompliance as would not have a Material Adverse Effect on the Company. There are no claims, actions, suits, governmental investigations or proceedings brought by any Governmental Authority or third party pending, or, to RESO. (e) To the Knowledge of RESO, it neither caused, nor allowed to be caused or permitted, either by action or inaction, a Release or discharge, or threatened Release or discharge, of any material quantity of Hazardous Substance on, into or beneath the Seller surface of any parcel owned or leased by RESO or to any properties adjacent thereto which would have a Material Adverse Effect on RESO. To the Knowledge of RESO, there has neither occurred, nor is there presently occurring, a Release or discharge, or threatened against Release or directly affecting Companydischarge, of any material quantity of Hazardous Substances on, into or beneath the Business Assets surface of any parcel owned or leased by RESO or to any properties adjacent thereto which would have a Material Adverse Effect on RESO. (f) To the Business relating Knowledge of RESO, it has neither generated, handled, manufactured, treated, stored, used, recycled, shipped, transported, transferred, or disposed of, nor has it allowed or arranged, by contract, agreement or otherwise, for any third parties to the generate, handle, manufacture, treat, store, use, handling recycle, ship, transport, transfer or exposure dispose of, any Hazardous Substances or other Waste to or at a site which, pursuant to Environmental Laws or any similar state law has been placed or been proposed for placement on the National Priorities List or its state equivalent. Neither RESO nor the Shareholder has received written notice, and disposal neither RESO nor the Shareholder has Knowledge of PCBs any facts which could give rise to any notice, that RESO is a potentially responsible party for a federal or asbestos state environmental cleanup site or asbestos containing materials for corrective action under Environmental Laws. RESO has not submitted nor was required to submit any notice pursuant to Section 103(c) of CERCLA with respect to any parcel owned or leased by RESO. RESO has not received any written request for information in connection with their assets and operationsany federal or state environmental cleanup site, or in connection with any of real property or premises where RESO has transported, transferred or disposed of Hazardous Materials or other Wastes. RESO has neither been required, nor has it undertaken, any response or remedial actions or clean up actions of any kind at the request of any Governmental Authorities or at the request of any other third party. To the Knowledge of RESO, it has no material liability under any Environmental Laws for personal injury, property damage, natural resource damage, or clean up obligations. (jg) The Disclosure Schedule contains a true and complete schedule of the operations and activities, and locations thereof, which have been conducted and are being conducted by the Company on any of the Relevant Properties which have involved the generation, accumulation, storage, treatment, transportation, labeling, handling, manufacturing, use, recycling, spilling, leaking, dumping, discharging, release or disposal of any material quantities of Hazardous Substances. (k) The Company complies and has at all times complied with Health & Safety Law including all conditions, limitations, obligations, prohibitions and requirements contained in Health & Safety Law and to To the Knowledge of the Seller RESO, there are no facts Aboveground Storage Tanks or circumstances which may lead to Underground Storage Tanks on any breach Property. For purposes of any Health & Safety Law. There this Agreement, the terms “Aboveground Storage Tanks” and “Underground Storage Tanks” shall have been no claimsthe meanings given them in Section 6901 et seq., investigations or proceedings against or to the Knowledge as amended, of the SellerRCRA, threatened against the Company or any of its directorsapplicable state or local statute, officers law, ordinance, code, rule, regulation, order ruling, or employees in relation to the business in respect of accidents, injuries, illness, disease decree governing Aboveground Storage Tanks or other harm to the health and safety of employees, contractors or any other persons caused by breaches of Health & Safety Law or otherwiseUnderground Storage Tanks.

Environmental and Health/Safety Matters. (a) The Company To the Knowledge of iLead and the Shareholders, iLead is and has at all times been in material compliance with Environmental Laws applicable to assets used in the Business (“Business Assets”), and the Company Business and iLead is not in breach of any Environmental Laws or currently liable for any penalties, fines or forfeitures for failure to comply with Environmental Laws, except for any non-compliance as would not have a Material Adverse Effect on iLead. (b) The Company iLead has obtained, or caused to be obtained (except where such failure to obtain has not resulted in a Material Adverse Effect), and, to the Knowledge of iLead and the Company or the SellerShareholders, is in material compliance with, all applicable and material Permits required by Environmental Laws and necessary for the operation of the Business, except for any non-compliance as would not have a Material Adverse Effect on iLead. Copies of such Permits have been provided to the BuyerTHK and iLead Acquisition Sub. There are no administrative or judicial investigations, notices, claims or other proceedings pending or, to the Knowledge of iLead and the SellerShareholders, threatened by any Governmental Authority or third parties against the Company iLead or any of the Business Assets which question the validity or entitlement of the Company iLead to any PermitPermit wherein an unfavorable decision, ruling or finding could have a Material Adverse Effect on iLead. (c) The Company iLead has neither received nor does it or the Seller Shareholders have Knowledge of any non non-compliance order, warning letter, investigation, notice of violation, claim, suit, action, judgment, or administrative or judicial proceeding pending or threatened against or involving the Company iLead, issued by any Governmental Authority or third party with respect to any Environmental Laws, which has not been resolved to the satisfaction of the issuing Governmental Authority or third party and to the Knowledge of any of the Seller, no facts or circumstances exist which are likely to give rise to any litigation or arbitration proceedings by or against the Company in connection with Environmental Lawscould have a Material Adverse Effect on iLead. (d) Full details have been disclosed To the Knowledge of iLead and the assessment carried out Shareholders, iLead has not generated, manufactured, used, recycled, transported, transferred, stored, handled, treated, discharged, Released or disposed of, nor has it allowed or arranged for any third parties to generate, manufacture, use, recycle transport, transfer, store, handle, treat, discharge, Release or dispose of, Hazardous Substances or other Waste (which, for purposes of this Section 4.18(d) only, Waste shall include white goods and recyclable materials) to or at any location, including property currently or previously owned by it, other than a site lawfully allowed or permitted by the Company pursuant Environmental Laws or other applicable requirements of Laws to the Control receive such Hazardous Substances or other Waste for such purposes, nor has it performed, arranged for or allowed by any method or procedure such generation, manufacture, use, recycling, transportation, transfer, storage, treatment, spillage, leakage, dumping, discharge, Release or disposal in contravention of Substances Hazardous to Health Regulations 1988any Environmental Laws, except such as would not have a Material Adverse Effect on iLead. (e) The Company has not usedTo the Knowledge of iLead and the Shareholders, disposed ofiLead neither caused, generatednor allowed to be caused or permitted, storedeither by action or inaction, transporteda Release or discharge, dumpedor threatened Release or discharge, released, deposited, buried or emitted of any Hazardous Substance at, on, from into or under beneath the surface of any Relevant Property parcel owned or atleased by iLead or to any properties adjacent thereto which would have a Material Adverse Effect on iLead. To the Knowledge of iLead and the Shareholders, there has neither occurred, nor is there presently occurring, a Release or discharge, or threatened Release or discharge, of any Hazardous Substances on, from into or under beneath the surface of any other premises. No other person has used, disposed of, generated, stored, transported, dumped, released, deposited, buried parcel owned or emitted leased by iLead or to any Hazardous Substance at, on, from or under any Relevant Property. No Relevant Property is included properties adjacent thereto which would have a Material Adverse Effect on or referred to in any register of contaminated land or any similar record or registeriLead. (f) There is no contamination To the Knowledge of groundwater underneath iLead and the Shareholders, iLead has neither generated, handled, manufactured, treated, stored, used, recycled, shipped, transported, transferred, or disposed of, nor has it allowed or arranged, by Contract or otherwise, for any Relevant Property third parties to generate, handle, manufacture, treat, store, use, recycle, ship, transport, transfer or dispose of, any Hazardous Substances or other Waste to or at a site which, pursuant to Environmental Laws or any similar state law has been placed or been proposed for placement on the National Priorities List or its state equivalent. Neither iLead nor the Shareholders have received written notice, and there neither iLead nor the Shareholders have been no discharges or spillages Knowledge of any substance likely facts which could give rise to lead any notice, that iLead is a potentially responsible party for a federal or state environmental cleanup site or for corrective action under Environmental Laws. iLead has not submitted nor was required to such contaminationsubmit any notice pursuant to Section 103(c) of CERCLA with respect to any parcel owned or leased by iLead. No Relevant Property iLead has ever not received any written request for information in connection with any federal or state environmental cleanup site, or in connection with any of real property or premises where iLead has transported, transferred or disposed of Hazardous Materials or other Wastes. iLead has neither been a waste disposal site required, nor has it undertaken, any response or remedial actions or clean up actions of any kind at the request of any Governmental Authorities or at the request of any other third party. To the Knowledge of iLead and none of the SellerShareholders, the Company iLead has no liability under any Environmental Laws for personal injury, property damage, natural resource damage, or any third party has ever stored waste on or transported waste onto any Relevant Propertyclean up obligations. (g) There To the Knowledge of iLead and the Shareholders, there are no storage tanks, above Aboveground Storage Tanks or below ground, Underground Storage Tanks on any Relevant Property and to of the Seller’s Knowledge there have been no such tanks on any Relevant Property in the pastProperty. (h) The Disclosure Schedule contains 4.18(h) is a true and complete schedule of (1) all material environmental audits, assessments, investigations or occupational health studies studies, of which iLead or the Shareholders has Knowledge, undertaken by, or on behalf of, the CompanyiLead, relating to or affecting the Company iLead or any of the Relevant PropertiesProperty, and (2) all citations issued under OSHA, or similar state or local statutes, laws, ordinances, codes, rules, regulations, orders, rulings, or decrees, relating to or affecting iLead or any of the Property. (i) The Disclosure Schedule 4.18(i) contains a list of the Business Assets which have been confirmed to contain PCBs or “asbestos” or “asbestos containing material” (as such terms are identified under the Environmental Laws). The Company iLead has operated and continues to operate in material compliance with all Environmental Laws governing the handling, use and exposure to and disposal of PCBs or asbestos or asbestos containing materials, except where such noncompliance would not have a Material Adverse Effect on the Company. iLead There are no claims, actions, suits, governmental investigations or proceedings brought by any Governmental Authority or third party pending, or, to the Knowledge of iLead and the Seller Shareholders, threatened against or directly affecting CompanyiLead, the Business Assets or the Business relating to the use, handling or exposure to and disposal of PCBs or asbestos or asbestos containing materials in connection with their assets and operations. (j) The Disclosure Schedule contains 4.18(j) is a true and complete schedule of the operations and activities, and locations thereof, which have been conducted and are being conducted by the Company iLead on any of the Relevant Properties Property which have involved the generation, accumulation, storage, treatment, transportation, labeling, handling, manufacturing, use, recycling, spilling, leaking, dumping, discharging, release or disposal of any material quantities of Hazardous Substances. (k) The Company complies and has at all times complied with Health & Safety Law including all conditions, limitations, obligations, prohibitions and requirements contained in Health & Safety Law and to the Knowledge of the Seller there are no facts or circumstances which may lead to any breach of any Health & Safety Law. There have been no claims, investigations or proceedings against or to the Knowledge of the Seller, threatened against the Company or any of its directors, officers or employees in relation to the business in respect of accidents, injuries, illness, disease or other harm to the health and safety of employees, contractors or any other persons caused by breaches of Health & Safety Law or otherwise.

Environmental and Health/Safety Matters. (a) The Company has To the Knowledge of Litmus and the Shareholders, Litmus and its Subsidiaries are and have at all times been in material compliance with Environmental Laws applicable to assets used in the Business (“Business Assets”), and the Company is Litmus and its Subsidiaries are not in breach of any Environmental Laws or currently liable for any penalties, fines or forfeitures for failure to comply with Environmental Laws, except for any non-compliance as would not have a Material Adverse Effect on Litmus and its Subsidiaries taken as a whole. (b) The Company has Litmus and its Subsidiaries have obtained, or caused to be obtained (except where such failure to obtain has not resulted in a Material Adverse EffectEffect on Litmus or its Subsidiaries), and, to the Knowledge of Litmus and the Company or the SellerShareholders, is are in material compliance with, all applicable and material Permits required by Environmental Laws and necessary for the operation of the Business, except for any non-compliance as would not have a Material Adverse Effect on Litmus and its Subsidiaries taken as a whole. Copies of such Permits have been provided to the BuyerTHK and Litmus Acquisition Sub. There are no administrative or judicial investigations, notices, claims or other proceedings pending or, to the Knowledge of Litmus and the SellerShareholders, threatened by any Governmental Authority or third parties against the Company Litmus or its Subsidiaries or any of the Business Assets which question the validity or entitlement of the Company Litmus to any PermitPermit wherein an unfavorable decision, ruling or finding could have a Material Adverse Effect on Litmus and its Subsidiaries taken as a whole. (c) The Company has Litmus and its Subsidiaries have neither received nor does Litmus or the Seller Shareholders have Knowledge of any non non-compliance order, warning letter, investigation, notice of violation, claim, suit, action, judgment, or administrative or judicial proceeding pending or threatened against or involving the Company Litmus or its Subsidiaries, issued by any Governmental Authority or third party with respect to any Environmental Laws, which has not been resolved to the satisfaction of the issuing Governmental Authority or third party and to the Knowledge of any of the Seller, no facts or circumstances exist which are likely to give rise to any litigation or arbitration proceedings by or against the Company in connection with Environmental Lawscould have a Material Adverse Effect on Litmus and its Subsidiaries taken as a whole. (d) Full details To the Knowledge of Litmus and the Shareholders, Litmus and its Subsidiaries have been disclosed of the assessment carried out not generated, manufactured, used, recycled, transported, transferred, stored, handled, treated, discharged, Released or disposed of, nor has it allowed or arranged for any third parties to generate, manufacture, use, recycle transport, transfer, store, handle, treat, discharge, Release or dispose of, Hazardous Substances to or at any location, including property currently or previously owned by it, other than a site lawfully allowed or permitted by the Company pursuant Environmental Laws or other applicable requirements of Laws to the Control receive such Hazardous Substances, nor has Litmus or its Subsidiaries performed, arranged for or allowed by any method or procedure such generation, manufacture, use, recycling, transportation, transfer, storage, treatment, spillage, leakage, dumping, discharge, Release or disposal in contravention of Substances Hazardous to Health Regulations 1988any Environmental Laws, except such as would not have a Material Adverse Effect on Litmus and its Subsidiaries taken as a whole. (e) The Company has not usedTo the Knowledge of Litmus and the Shareholders, disposed ofLitmus and its Subsidiaries have neither caused, generatednor allowed to be caused or permitted, storedeither by action or inaction, transporteda Release or discharge, dumpedor threatened Release or discharge, released, deposited, buried or emitted of any Hazardous Substance at, on, from into or under beneath the surface of any Relevant Property parcel owned or atleased by Litmus or its Subsidiaries or to any properties adjacent thereto which would have a Material Adverse Effect on Litmus and its Subsidiaries taken as a whole. To the Knowledge of Litmus and the Shareholders, there has neither occurred, nor is there presently occurring, a Release or discharge, or threatened Release or discharge, of any Hazardous Substances on, from into or under beneath the surface of any other premises. No other person has used, disposed of, generated, stored, transported, dumped, released, deposited, buried parcel owned or emitted leased by Litmus or its Subsidiaries or to any Hazardous Substance at, on, from or under any Relevant Property. No Relevant Property is included properties adjacent thereto which would have a Material Adverse Effect on or referred to in any register of contaminated land or any similar record or registerLitmus and its Subsidiaries taken as a whole. (f) There is no contamination To the Knowledge of groundwater underneath Litmus and the Shareholders, Litmus and its Subsidiaries have neither generated, handled, manufactured, treated, stored, used, recycled, shipped, transported, transferred, or disposed of, nor has Litmus or its Subsidiaries allowed or arranged, by Contract or otherwise, for any Relevant Property third parties to generate, handle, manufacture, treat, store, use, recycle, ship, transport, transfer or dispose of, any Hazardous Substances to or at a site which, pursuant to Environmental Laws or any similar state law has been placed or been proposed for placement on the National Priorities List or its state equivalent. Neither Litmus or its Subsidiaries nor the Shareholders have received written notice, and there neither Litmus nor the Shareholders have been no discharges or spillages Knowledge of any substance likely facts which could give rise to lead any notice, that Litmus or its Subsidiaries is a potentially responsible party for a federal or state environmental cleanup site or for corrective action under Environmental Laws. Litmus and its Subsidiaries have not submitted nor (to such contaminationthe Knowledge of Litmus and the Shareholders) was Litmus or its Subsidiaries required to submit, any notice pursuant to Section 103(c) of CERCLA with respect to any parcel owned or leased by Litmus or its Subsidiaries. No Relevant Property Litmus and its Subsidiaries have not received any written request for information in connection with any federal or state environmental cleanup site, or in connection with any of real property or premises where Litmus or its Subsidiaries has ever transported, transferred or disposed of Hazardous Materials. Litmus and its Subsidiaries have neither been a waste disposal site required, nor have Litmus or its Subsidiaries undertaken, any response or remedial actions or clean up actions of any kind at the request of any Governmental Authorities or at the request of any other third party. To the Knowledge of Litmus and none of the SellerShareholders, the Company Litmus and its Subsidiaries have no liability under any Environmental Laws for personal injury, property damage, natural resource damage, or any third party has ever stored waste on or transported waste onto any Relevant Propertyclean up obligations. (g) There To the Knowledge of Litmus and the Shareholders, there are no storage tanks, above Aboveground Storage Tanks or below ground, Underground Storage Tanks on any Relevant Property and to of the Seller’s Knowledge there have been no such tanks on any Relevant Property in the pastReal Property. (h) The Disclosure Schedule contains 4.18(h) is a true and complete schedule of (1) all material environmental audits, assessments, investigations or occupational health studies studies, of which Litmus or the Shareholders have Knowledge, undertaken by, by Litmus or on behalf of, the Companyits Subsidiaries, relating to or affecting the Company Litmus or its Subsidiaries or any of the Relevant PropertiesReal Property, and (2) to the Knowledge of Litmus and the Shareholders, all citations issued under OSHA, or similar state or local statutes, laws, ordinances, codes, rules, regulations, orders, rulings, or decrees, relating to or affecting Litmus or its Subsidiaries or any of the Real Property. (i) The Disclosure Schedule 4.18(i) contains a list of the Business Assets which which, to the Knowledge of Litmus and the Shareholders, have been confirmed to contain PCBs or “asbestos” or “asbestos containing material” (as such terms are identified under the Environmental Laws). The Company has To the Knowledge of Litmus and the Shareholders, Litmus and its Subsidiaries have operated and continues continue to operate in material compliance with all Environmental Laws governing the handling, use and exposure to and disposal of PCBs or asbestos or asbestos containing materials, except where such noncompliance would not have a Material Adverse Effect on the CompanyLitmus and its Subsidiaries taken as a whole. There are no claims, actions, suits, governmental investigations or proceedings brought by any Governmental Authority or third party pending, or, to the Knowledge of Litmus and the Seller Shareholders, threatened against or directly affecting CompanyLitmus or its Subsidiaries, the Business Assets or the Business relating to the use, handling or exposure to and disposal of PCBs or asbestos or asbestos containing materials in connection with their assets and operations. (j) The Disclosure Schedule contains 4.18(j) is a true and complete schedule of the operations and activities, and locations thereof, which have been conducted and are being conducted by the Company Litmus or its Subsidiaries on any of the Relevant Properties Real Property which have involved the generation, accumulation, storage, treatment, transportation, labeling, handling, manufacturing, use, recycling, spilling, leaking, dumping, discharging, release or disposal of any material quantities of Hazardous Substances. (k) The Company complies and has at all times complied with Health & Safety Law including all conditions, limitations, obligations, prohibitions and requirements contained in Health & Safety Law and to the Knowledge of the Seller there are no facts or circumstances which may lead to any breach of any Health & Safety Law. There have been no claims, investigations or proceedings against or to the Knowledge of the Seller, threatened against the Company or any of its directors, officers or employees in relation to the business in respect of accidents, injuries, illness, disease or other harm to the health and safety of employees, contractors or any other persons caused by breaches of Health & Safety Law or otherwise.

Environmental and Health/Safety Matters. (a) The Company To the Knowledge of Morex, it is and has at all times been in material compliance with Environmental Laws applicable to assets used in the Business (“Business Assets”), and the Company Business and Morex is not in breach of any Environmental Laws or currently liable for any penalties, fines or forfeitures for failure to comply with Environmental Laws. (b) The Company Morex has obtained, or caused to be obtained (except where such failure to obtain has not resulted in a Material Adverse Effect), and, to the Knowledge of the Company or the SellerMorex, is in material compliance with, all applicable and material Permits required by Environmental Laws and necessary for the operation of the Business. Copies of such Permits have been provided to the BuyerTHK. There are no administrative or judicial investigations, notices, claims or other proceedings pending or, to the Knowledge of the SellerMorex, threatened by any Governmental Authority or third parties against the Company Morex or any of the Business Assets which question the validity or entitlement of the Company Morex to any PermitPermit wherein an unfavorable decision, ruling or finding could have a Material Adverse Effect on Morex. (c) The Company Morex has neither received nor does the Seller it have Knowledge of any non compliance order, warning letter, investigation, notice of violation, claim, suit, action, judgment, or administrative or judicial proceeding pending or threatened against or involving the Company Morex, issued by any Governmental Authority or third party with respect to any Environmental Laws, which has not been resolved to the satisfaction of the issuing Governmental Authority or third party and to the Knowledge of any of the Seller, no facts or circumstances exist which are likely to give rise to any litigation or arbitration proceedings by or against the Company in connection with Environmental Lawscould have a Material Adverse Effect on Morex. (d) Full details have been disclosed To the Knowledge of the assessment carried out by the Company pursuant to the Control of Substances Hazardous to Health Regulations 1988. (e) The Company Morex, it has not generated, manufactured, used, recycled, transported, transferred, stored, handled, treated, discharged, Released or disposed of, generatednor has it allowed or arranged for any third parties to generate, storedmanufacture, transporteduse, dumpedrecycle transport, releasedtransfer, depositedstore, buried handle, treat, discharge, Release or emitted any Hazardous Substance at, on, from or under any Relevant Property or at, on, from or under any other premises. No other person has used, disposed dispose of, generatedHazardous Substances or other Waste (which, storedfor purposes of this Section 4.18(d) only, transportedWaste shall include white goods and recyclable materials) to or at any location, dumpedincluding property currently or previously owned by it, releasedother than a site lawfully allowed or permitted by the Environmental Laws or other applicable requirements of Laws to receive such Hazardous Substances or other Waste for such purposes, depositednor has it performed, buried arranged for or emitted allowed by any Hazardous Substance atmethod or procedure such generation, onmanufacture, from use, recycling, transportation, transfer, storage, treatment, spillage, leakage, dumping, discharge, Release or under any Relevant Property. No Relevant Property is included on or referred to disposal in any register of contaminated land or any similar record or register. (f) There is no contamination of groundwater underneath any Relevant Property and there have been no discharges or spillages material contravention of any substance likely to lead to such contamination. No Relevant Property has ever been a waste disposal site and none of the Seller, the Company or any third party has ever stored waste on or transported waste onto any Relevant Property. (g) There are no storage tanks, above or below ground, on any Relevant Property and to the Seller’s Knowledge there have been no such tanks on any Relevant Property in the past. (h) The Disclosure Schedule contains a true and complete schedule of all material environmental audits, assessments, investigations or occupational health studies undertaken by, or on behalf of, the Company, relating to or affecting the Company or any of the Relevant Properties. (i) The Disclosure Schedule contains a list of the Business Assets which have been confirmed to contain PCBs or “asbestos” or “asbestos containing material” (as such terms are identified under the Environmental Laws). The Company has operated and continues to operate in material compliance with all Environmental Laws governing the handling, use and exposure to and disposal of PCBs or asbestos or asbestos containing materials, except where such noncompliance as would not have a Material Adverse Effect on the Company. There are no claims, actions, suits, governmental investigations or proceedings brought by any Governmental Authority or third party pending, or, to Morex. (e) To the Knowledge of Morex, it neither caused, nor allowed to be caused or permitted, either by action or inaction, a Release or discharge, or threatened Release or discharge, of any material quantity of Hazardous Substance on, into or beneath the Seller surface of any parcel owned or leased by Morex or to any properties adjacent thereto which would have a Material Adverse Effect on Morex. To the Knowledge of Morex, there has neither occurred, nor is there presently occurring, a Release or discharge, or threatened against Release or directly affecting Companydischarge, of any material quantity of Hazardous Substances on, into or beneath the Business Assets surface of any parcel owned or leased by Morex or to any properties adjacent thereto which would have a Material Adverse Effect on Morex. (f) To the Business relating Knowledge of Morex, it has neither generated, handled, manufactured, treated, stored, used, recycled, shipped, transported, transferred, or disposed of, nor has it allowed or arranged, by contract, agreement or otherwise, for any third parties to the generate, handle, manufacture, treat, store, use, handling recycle, ship, transport, transfer or exposure dispose of, any Hazardous Substances or other Waste to or at a site which, pursuant to Environmental Laws or any similar state law has been placed or been proposed for placement on the National Priorities List or its state equivalent. Neither Morex nor any Members has received written notice, and disposal neither Morex nor any Member has knowledge of PCBs any facts which could give rise to any notice, that Morex is a potentially responsible party for a federal or asbestos state environmental cleanup site or asbestos containing materials for corrective action under Environmental Laws. Morex has not submitted nor was required to submit any notice pursuant to Section 103(c) of CERCLA with respect to any parcel owned or leased by Morex. Morex has not received any written request for information in connection with their assets and operationsany federal or state environmental cleanup site, or in connection with any of real property or premises where Morex has transported, transferred or disposed of Hazardous Materials or other Wastes. Morex has neither been required, nor has it undertaken, any response or remedial actions or clean up actions of any kind at the request of any Governmental Authorities or at the request of any other third party. To the Knowledge of Morex it has no material liability under any Environmental Laws for personal injury, property damage, natural resource damage, or clean up obligations. (jg) The Disclosure Schedule contains a true and complete schedule of the operations and activities, and locations thereof, which have been conducted and are being conducted by the Company on any of the Relevant Properties which have involved the generation, accumulation, storage, treatment, transportation, labeling, handling, manufacturing, use, recycling, spilling, leaking, dumping, discharging, release or disposal of any material quantities of Hazardous Substances. (k) The Company complies and has at all times complied with Health & Safety Law including all conditions, limitations, obligations, prohibitions and requirements contained in Health & Safety Law and to To the Knowledge of the Seller Morex, there are no facts Aboveground Storage Tanks or circumstances which may lead to Underground Storage Tanks on any breach parcel owned or leased by Morex. For purposes of any Health & Safety Law. There this Agreement, the terms “Aboveground Storage Tanks” and “Underground Storage Tanks” shall have been no claimsthe meanings given them in Section 6901 et seq., investigations or proceedings against or to the Knowledge as amended, of the SellerRCRA, threatened against the Company or any of its directorsapplicable state or local statute, officers law, ordinance, code, rule, Regulation, order ruling, or employees in relation to the business in respect of accidents, injuries, illness, disease decree governing Aboveground Storage Tanks or other harm to the health and safety of employees, contractors or any other persons caused by breaches of Health & Safety Law or otherwiseUnderground Storage Tanks.