Common use of Environmental and Safety Laws Clause in Contracts

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto4.23, (a) the Company is and has been in compliance with all Environmental Laws; (b) the Company is not the subject of any written Order, complaint, notice of violation, or citation or other communication alleging a violation of or failure to comply with any Environmental Law, nor has the Company received any written notification that it is subject to any Liability under or pursuant to any Environmental Law, which in each case has not been fully resolved as of the Effective Date; (c) there have been are no “Releases” pending or, to the Company’s Knowledge, threatened claims or Liens resulting from any Liability arising under or pursuant to any Environmental Law with respect to any Real Property Leases or any real property currently or previously owned or leased by the Company; (d) the Company has not treated, stored, recycled or disposed of any Hazardous Substances on any property that is the subject of a Real Property Lease or any real property currently or formerly owned or leased by the Company in such a manner as may be reasonably expected to result in a Company Material Adverse Effect; (e) the Company has not released and, to the Knowledge of the Company, threats there has been no release by any Person of “Releases” (as defined in any Environmental Laws) Hazardous Substance at, from, in on or on under any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which that is the subject of a Real Property Lease or any real property currently or formerly owned or leased by the Company in such a manner as may be reasonably expected to result in a Company Material Adverse Effect; (f) to the Company’s Knowledge no Hazardous Substances generated by the Company have been disposed of at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead similar list of hazardous or toxic waste sites published by any Governmental Authority; (g) the Company has not entered into any written agreement to assume material environmental Liabilities of any other Person regarding any Environmental Claim against Law or remedial action requirement; and (h) to the Company Knowledge of the Company, there are no underground storage tanks or the Buyer for any cleanlandfills, surface impoundments or disposal areas located on, no polychlorinated biphenyls (“PCBs”) or PCBs-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsCompany, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has no contingent liability made available to Trulieve true and complete copies of all material environmental records, analyses, tests, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments in connection the possession of the Company as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties in this Section 4.23 shall constitute the sole representations and warranties of the Company and the Sellers with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentrespect to environmental matters.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto4.22, (a) the Company is and has been in compliance with all Environmental Laws; (b) the Company is not the subject of any written Order, complaint, notice of violation, or citation or other communication alleging a violation of or failure to comply with any Environmental Law, nor has the Company received any written notification that it is subject to any Liability under or pursuant to any Environmental Law, which in each case has not been fully resolved as of the Effective Date; (c) there have been are no “Releases” pending or, to the Company’s Knowledge, threatened claims or Liens resulting from any Liability arising under or pursuant to any Environmental Law with respect to any Real Property Leases or any real property currently or previously owned or leased by the Company; (d) the Company has not treated, stored, recycled or disposed of any Hazardous Substances on any property that is the subject of a Real Property Lease or any real property currently or formerly owned or leased by the Company in such a manner as may be reasonably expected to result in a Company Material Adverse Effect; (e) the Company has not released and, to the Knowledge of the Company, threats there has been no release by any Person of “Releases” (as defined in any Environmental Laws) Hazardous Substance at, from, in on or on under any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which that is the subject of a Real Property Lease or any real property currently or formerly owned or leased by the Company in such a manner as may be reasonably expected to result in a Company Material Adverse Effect; (f) to the Company’s Knowledge no Hazardous Substances generated by the Company have been disposed of at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead similar list of hazardous or toxic waste sites published by any Governmental Authority; (g) the Company has not entered into any written agreement to assume material environmental Liabilities of any other Person regarding any Environmental Claim against Law or remedial action requirement; and (h) to the Company Knowledge of the Company, there are no underground storage tanks or the Buyer for any cleanlandfills, surface impoundments or disposal areas located on, no polychlorinated biphenyls (“PCBs”) or PCBs-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsCompany, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has no contingent liability made available to Trulieve true and complete copies of all material environmental records, analyses, tests, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments in connection the possession of the Company as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties in this Section 4.22 shall constitute the sole representations and warranties of the Company and the Sellers with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentrespect to environmental matters.

Environmental and Safety Laws. The (a) All material licenses or permits which are required under Environmental Laws (as defined below) (each an "ENVIRONMENTAL PERMIT") for the conduct of the business of the Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any Subsidiary or the operation of its propertiesany property owned, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on occupied by the Company or any of its businesses Subsidiaries which are required to be obtained or (ii) necessitate a material expenditure applied for by or on behalf of the Company or any of its Subsidiaries have been so obtained or applied for. (b) Neither the Company nor any Subsidiary has failed to comply in excess any material respect with any Environmental Laws or any Environmental Permit and neither the Company nor any Subsidiary has been notified by any governmental authority of amounts already reserved for any such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportednon-compliance and, to the extent required by all Company's knowledge, no Environmental LawsPermit will be modified, all suspended, canceled or revoked or cannot be renewed in the ordinary course of business. (c) To the Company's knowledge, no Hazardous Substance (as defined below) is currently or has been in the past and present sites generated, stored, handled, treated, transported to or from or disposed of on any property currently or formerly owned and operated by the Company where Hazardous Wastesor any of its Subsidiaries, Hazardous Materials or operated or leased by the Company or any of its Subsidiaries. To the Company's knowledge, neither the Company nor any Subsidiary has generated, disposed of, transported or arranged for the transportation (directly or indirectly) of any Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” to any location that is listed or, to the Knowledge knowledge of the Company, threats of “Releases” proposed for listing on the National Properties List or the CERCLA Information System under CERCLA, or under any similar state, local or foreign list, or where there has been a Release (as defined below) or suspected Release of a Hazardous Substance. Neither the Company nor any Subsidiary has generated or disposed of any Hazardous Substance in a manner which could reasonably be expected to give rise to a material liability under any Environmental LawsLaw. (d) atNeither the Company nor any Subsidiary has received any written notice from any person or entity advising it that it is responsible for or potentially responsible for cleanup or remediation of any Hazardous Substances. No capital expenditure is planned or required in respect of the assets of the Company or any of its Subsidiaries pursuant to or to comply with any Environmental Law, fromnor has the Company or any of its Subsidiaries received any written notice of any such requirement. (e) There is no claim pending or, in to the best knowledge of the Company, threatened against the Company or on any of its Subsidiaries or pending or, to the knowledge of the Company, threatened against any other person or entity whose liability for any environmental claim the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law under any Environmental Law. To the Company's knowledge, no real property currently or formerly owned by the Company or any of its Subsidiaries, or operated or leased by the Company or any of its Subsidiaries (during the period of such operation or lease) has been impacted by any Release or threatened Release of any Hazardous Substance. (f) Each of the Company and its Subsidiaries has delivered or otherwise made available for inspection to the Purchasers true, accurate and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by the Company or any of its Subsidiaries pertaining to Hazardous Substances in, on, beneath or adjacent to any property owned or regarding compliance by the Company or any of its Subsidiaries with applicable Environmental Laws. (g) To the Company's knowledge, there are no underground or above- ground storage tanks (whether or not currently in use) located on or under any real property currently owned, leased or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which any of its Subsidiaries. (h) For purposes of this Agreement, the Company has transported or disposed of Hazardous Wastesterm (i) "ENVIRONMENTAL LAWS" shall mean all federal, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federalforeign, state, local or foreign enforcement action municipal environmental, health or any other investigation which could lead safety-related laws, regulations, by-laws, rules, ordinances, judicial or administrative decrees or decisions, orders or requirements applicable to any Environmental Claim against the Company or any of its Subsidiaries relating to the Buyer for any clean-up costphysical or environmental condition or use of their respective properties, remedial work, damage to natural resources their respective businesses or personal injurypollution or protection of human health or the Environment, including, but not limited towithout limitation, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, 42 U.S.C., ss.9601, et seq., as amendedamended ("CERCLA"), (ii) the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended, the Clean Air Act, 42 U.S.C. Section 7401 et seq., as amended, the Clean Water Act, 33 U.S.C. Section et seq., the Toxic Substance Control Act, 15 U.S.C. ss.2601 et seq., the Occupational Safety and Health Act, laws relating to Releases or threatened Releases of Hazardous Substances into the Environment or otherwise relating to the manufacture, generation, processing, distribution, use, treatment, storage, abatement, existence, holding, Release, transport or handling of Hazardous Substances, and all laws and regulations with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances; (ii) "HAZARDOUS SUBSTANCES" shall mean any pollutant, contaminant, toxic substance, hazardous waste, hazardous material, or hazardous substance, or any oil, petroleum or petroleum product, each as defined or listed in, or classified pursuant to, any Environmental Laws; and (iii) "RELEASE" shall have the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability meaning ascribed to such term in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentEnvironmental Laws.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined is not in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject violation of any federal, state, local or foreign enforcement action statute, regulation, ordinance or other provision having the force or effect of law, any judicial or administrative order or determination, any contractual obligation or any common law concerning public health and safety, worker health and safety, or pollution or protection of the environment, including without limitation any of those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect (referred to herein collectively as the "Environmental, Health, and Safety Requirements"), and no material expenditures are or will be required in order to comply with the Environmental, Health, and Safety Requirements. (ii) The Company has obtained and complied with, and is in compliance with, all permits, licenses and other investigation which could lead authorizations that are required pursuant to all Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. (iii) The Company has not received any Environmental Claim against the written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to Company or its facilities arising under the Buyer Environmental, Health, and Safety Requirements. (iv) None of the following exists at any property or facility owned or operated by the Company: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas. (v) The Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any clean-up costsubstance, remedial workincluding without limitation any hazardous substance, damage or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to natural resources or liabilities, including any liability for response costs, corrective action costs, personal injury, includingproperty damage, but not limited tonatural resources damages or attorney fees, any claim under (i) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedamended ("CERCLA"), (ii) the Resource Conservation and Recovery Solid Waste Disposal Act, as amended (iii"SWDA"), or any of the Environmental, Health, and Safety Requirements. (vi) Neither this Agreement nor the Hazardous Materials Transportation Act consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to 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. (ivvii) comparable state and local statutes and regulations. The Company has no contingent liability in connection with not, either expressly or by operation of law, assumed or undertaken any Release liability, including without limitation any obligation for corrective or remedial action, of any Hazardous Wasteperson or entity relating to the Environmental, Hazardous Material Health, and Safety Requirements. (viii) No facts, events or Hazardous Substance into conditions relating to the environmentpast or present facilities, properties or operations of the Company will prevent, hinder or limit continued compliance with the Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to the Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to the Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental and Safety Laws. The There are no pending actions, suits or proceedings by or before any arbitrator or Governmental Authority pending, or to the Knowledge of each Company, threatened against such Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its propertiesSubsidiaries under Environmental Law. Each Company and its Subsidiaries (i) are and have been in full compliance with Environmental Law and have no Knowledge or any material expenditure that will be required to maintain such compliance in the future; (ii) have not received any notice or claim alleging that they are not in full compliance with or otherwise have liability under Environmental Law; and (iii) have no Knowledge of any facts or circumstances that could reasonably be expected to form the basis of any such claim. No Hazardous Materials are present or are used or have been used, assetsstored, operations or released by any Company or its Subsidiaries, or to their Knowledge by any other Person, at any property currently owned, or, formerly owned, leased or operated by any Company or its Subsidiaries or disposed of at any other location by any Company or its Subsidiaries except (1) in compliance with Environmental Law; and businesses relating (2) in quantities and under circumstances that would not require investigation or remediation by any Company or its Subsidiaries. No Company nor any of their Subsidiaries have assumed by contract or by operation of law the liabilities arising under Environmental Law of any other Person. Each Company and its Subsidiaries have provided to Agent all material reports, audits and assessments in their possession or control regarding the protection environmental condition of the environment (collectivelyany property currently or formerly owned or operated by such Company or any Subsidiary. As used herein, “Environmental Laws”) includingLaw” means all applicable laws, without limitationrules, Environmental Laws regulations, codes, ordinances, orders, decrees, judgments, injunctions, legally binding notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to airpollution or the environment , waterpreservation or reclamation of natural resources, land and the management, generation, storage, use, handling, treatment, transportation, treatment storage, disposal or disposal release or threatened release of or exposure to Hazardous WastesMaterials, or occupational health and safety, “Governmental Authority” means any nation or government, any state, province other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and “Hazardous Materials and Hazardous Substances (Materials” means materials, wastes or pollutants listed or defined as such terms are defined in “hazardous materials”, “hazardous wastes” ,”toxic substances” or by words of similar import or any other substance or waste otherwise regulated by applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly including nuclear materials and radioactive substances or in the aggregatewastes, does not petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmenttoxic mold.

Environmental and Safety Laws. (a) The Company has complied with and is not in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject violation of any federal, state, local or foreign enforcement action statute, regulation, ordinance or other provision having the force or effect of law, any judicial or administrative order or determination, any contractual obligation or any common law concerning public health and safety, worker health and safety, or pollution or protection of the environment, including without limitation any of those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect (referred to herein collectively as the "Environmental, Health, and Safety Requirements"), and no material expenditures are or will be required in order to comply with the Environmental, Health, and Safety Requirements. (b) The Company has obtained and complied with, and is in compliance with, all permits, licenses and other investigation which could lead authorizations that are required pursuant to all Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. (c) The Company has not received any Environmental Claim against the written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to Company or its facilities arising under the Buyer Environmental, Health, and Safety Requirements. (d) None of the following exists at any property or facility owned or operated by the Company: (1) underground storage tanks, (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) The Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any clean-up costsubstance, remedial workincluding without limitation any hazardous substance, damage or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to natural resources or liabilities, including any liability for response costs, corrective action costs, personal injury, includingproperty damage, but not limited tonatural resources damages or attorney fees, any claim under (i) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amendedamended ("CERCLA"), (ii) the Resource Conservation and Recovery Solid Waste Disposal Act, as amended (iii"SWDA"), or any of the Environmental, Health, and Safety Requirements. (f) Neither this Agreement nor the Hazardous Materials Transportation Act consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to 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. (ivg) comparable state and local statutes and regulations. The Company has no contingent liability in connection with not, either expressly or by operation of law, assumed or undertaken any Release liability, including without limitation any obligation for corrective or remedial action, of any Hazardous Wasteperson or entity relating to the Environmental, Hazardous Material Health, and Safety Requirements. (h) No facts, events or Hazardous Substance into conditions relating to the environmentpast or present facilities, properties or operations of the Company will prevent, hinder or limit continued compliance with the Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to the Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to the Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental and Safety Laws. The (a) Neither the Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or nor any of its properties, assets, operations and businesses relating Subsidiaries has failed to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined comply in any applicable Environmental Law) except to the extent that noncompliance material respect with any Environmental Laws, either singly or in the aggregate, does except where such failure to comply has not and would not (i) have reasonably be expected to result in a Material Adverse Effect on Effect. (b) Neither the Company nor any of its Subsidiaries has Released (as defined below), generated or disposed of any Hazardous Substance (as defined below) in a manner which could give rise to any liability under or relating to any Environmental Laws (as defined below), except where such Release has not and would not reasonably be expected to result in a Material Adverse Effect. (c) There is no claim under or relating to Environmental Laws pending or, to the knowledge of the Company, threatened against the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” Subsidiaries or, to the Knowledge knowledge of the Company, threats pending or threatened against any other Person whose liability for any environmental claim the Company or any of “Releases” (its Subsidiaries has retained or assumed either contractually or by operation of law except for such claims that, if determined adversely to the Company, would not reasonably be expected to result in a Material Adverse Effect. Except as defined in would not reasonably be expected to give rise to a liability under or relating to any Environmental Laws) at, fromno real property currently or formerly owned, in operated or on any property owned or operated leased by the Company or any of its Subsidiaries has been impacted by any Release or threatened Release of any Hazardous Substance, except as permitted by where such Release has not and would not reasonably be expected to result in a Material Adverse Effect. (d) For purposes of this Agreement, the term (i) "Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes" means all applicable federal, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federalforeign, state, local or foreign enforcement action municipal Laws or any Orders or other investigation which could lead legally binding requirements relating to any Environmental Claim against the Company pollution or the Buyer for any clean-up cost, remedial work, damage to natural resources protection of human health or personal injurythe environment, including, but not limited towithout limitation, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, 42 U.S.C., Section 9601, et seq., as amendedamended ("CERCLA"), (ii) the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended, the Clean Air Act, 42 U.S.C. Section 7401 et seq., as amended, the Clean Water Act, 33 U.S.C. Section et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601 et seq., and the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq.; (ii) "Hazardous Substances" means any pollutant, contaminant, toxic substance, hazardous waste, hazardous material, or hazardous substance, or any oil, petroleum or petroleum product, each as defined or listed in, or classified pursuant to, any Environmental Laws or any other substance or force that could result in liability under any Environmental Laws; and (iii) "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing (including, without limitation, the Hazardous Materials Transportation Act abandonment or (iv) comparable state discarding of barrels, containers and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentother receptacles).

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal(a) Except as would not, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly individually or in the aggregate, does not reasonably be expected to result in a Material Adverse Effect, each of the Company and would not its Subsidiaries: (i) have complies with all, and has not, to the extent the applicable statute of limitations has not run, violated any Environmental Laws applicable to it; (ii) has not since January 1, 2003 received any written notice or claim alleging that it has violated in any respect any Environmental Laws or that it has liabilities or obligations to any Person as a Material Adverse Effect on result of the presence or release of any Materials of Environmental Concern or indicating that there is any investigation of or inquiry into the possibility of such a claim, and there is no basis for any such claim; and (iii) is not a party to or, to the knowledge of the Company, subject to, any Actions, or Contracts concerning, Environmental Laws or the presence or release of any Materials of Environmental Concern. (b) The Company has provided to the Purchasers a copy of all material studies, audits, assessments or investigations concerning compliance with, or liability or obligations under, Environmental Laws affecting the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose Subsidiaries that are in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge possession of the Company. (c) For purposes of this Agreement, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under term (i) “Environmental Laws” means -all Laws or Orders or other legally enforceable requirement of the Comprehensive Environmental ResponseUnited States, Compensation any other nation, and Liability Act any state, local, municipal, or transnational authority, regulating, relating to or imposing liability or standards of 1980conduct concerning pollution or protection of surface water, as amendedgroundwater, (ii) the Resource Conservation and Recovery Actambient air, (iii) the Hazardous Materials Transportation Act surface or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release subsurface soil, wildlife habitat, or related aspects of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment, or human health and safety; and (ii)“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, hazardous wastes, toxic substances, asbestos, molds, pollutants, or contaminants defined as such in, or regulated or that could reasonably be expected to result in liability under, any applicable Environmental Law.

Environmental and Safety Laws. (a) Except as set forth in Section 3.17 of the Company Disclosure Schedule or as has not had and would not reasonably be expected to have a Company Material Adverse Effect: (i) The Company has complied with and is the Subsidiaries are and have been in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”. (ii) including, without limitation, Environmental Laws relating to air, water, land The Company and the generationSubsidiaries have not received any written request for information, storagedemand, useadministrative inquiry, handlingnotice of claim, transportation, treatment or disposal notice of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except intent to the extent that noncompliance with bring a "citizens suit" under any Environmental Laws, either singly or in other information indicating that it is or may be liable or held responsible under Environmental Laws, and there is no civil, administrative, or criminal proceeding pending or, to the aggregateCompany's knowledge, does not and would not (i) have a Material Adverse Effect on threatened against the Company or any Subsidiary or any Person for whose conduct the Company or any Subsidiary may be held responsible, under any Environmental Laws. The Company does not have any reason to believe that any of its businesses or the items enumerated in this subsection (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company will be forthcoming. (iii) There has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” orrelease or threatened release of any pollutant, to the Knowledge of the Companycontaminant or toxic or hazardous material (including toxic mold), threats of “Releases” substance or waste, or petroleum or any fraction thereof, (as defined in any Environmental Lawseach a "Hazardous Substance") aton, fromupon, in into or on from any property owned currently or heretofore owned, leased or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which any Subsidiary in a manner that would create liability for the Company has transported or disposed any Subsidiary under any Environmental Law. No property currently or heretofore owned, leased or operated by the Company or any Subsidiary is listed or, to the knowledge of Hazardous Wastesthe Company, Hazardous Materials and Hazardous Substances or arranged proposed for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of listing on any published U.S. federal, state, state or local or foreign enforcement action "superfund" site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Authority in the United States. (iv) There have been no Hazardous Substances generated by the Company or any Subsidiary, or, to the Buyer knowledge of the Company, by any Person for whose conduct the Company or any cleanSubsidiary may be held responsible, that have 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. (v) No underground storage tanks; polychlorinated biphenyls ("PCBs") or PCB-up costcontaining equipment; lead or lead-based paint; asbestos or asbestos-containing materials; or toxic mold, remedial workmildew or fungi are present at any property currently owned, damage to natural resources leased or personal injury, including, but not limited to, operated by the Company or any claim under Subsidiary in a manner or condition which would: (i) the Comprehensive require abatement or remedial action under Environmental Response, Compensation and Liability Act of 1980, as amended, Laws; or (ii) reasonably be expected to give rise to liability for the Company or any Subsidiary. No hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, is generated or stored on any property currently owned, operated, or operated by the Company or any Subsidiary, except for the generation or storage of hazardous waste in compliance with Environmental Laws. (b) The Company and the Subsidiaries hold, and are in compliance in all material respects with, all permits, certificates, licenses, approvals, registrations and authorizations required under all Environmental Laws for the operation of the Business as currently conducted or as currently proposed to be conducted ("Environmental Permits"). All Environmental Permits are in full force and effect. A complete list of all Environmental Permits is provided in Section 3.17 of the Company Disclosure Schedule. (c) Section 3.17 of the Company Disclosure Schedule identifies each Hazardous Substance that is currently being used by the Company or any of the Subsidiaries in connection with their respective businesses, the use of which is subject to the rules and regulations promulgated under the Occupational Safety and Health Act of 1970 with respect to the preparation, posting and dissemination of "material safety data sheets" (as that term is used therein) and related matters. (d) The Company has provided to 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 with respect to the Company and the Subsidiaries. (e) For purposes of Section 3.17, "Environmental Laws" means any applicable Law, regulation, or other applicable requirement relating to (i) releases or threatened releases of Hazardous Substances; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. (a) The Company is and has complied with and is been in material compliance with all federalEnvironmental Laws in all material respects; (b) there has been no release or threatened release of any pollutant, statecontaminant or toxic or hazardous material, local and foreign statutes substance or waste, or petroleum or any fraction thereof (civil and criminaleach, a “Hazardous Substance”), lawson, ordinancesupon, regulationsinto or from any site currently or heretofore owned, rulesleased or otherwise used by the Company during any time that such site has been owned, notices, permits, judgments, orders and decrees applicable to it leased or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treatAffiliates, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedand, to the extent required by all Environmental Lawsactual knowledge of the Company, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, at any other time; (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Body in the Company United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) 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 compliance with Environmental Laws. The Company has made available to the Purchaser true and complete in all material respects copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes hereof, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. Except as listed on Schedule 4.17, there are no Hazardous Substances at any facility which is or was owned or used by the Company. Schedule 4.17 describes the way in which the Company has disposed of any Hazardous Substances used by it, including the names and locations of any offsite storage or disposal facilities used by the Company. No spills, releases, discharges or disposals of Hazardous Substances has occurred at any facilities at which the Company has disposed of or discharged Hazardous Substances. No spills, releases, discharges or disposals of Hazardous Substances have been caused by the Company on or under any facility which is or was owned or used by the Company during the period in which such facilities have been owned or used by the Company. The facilities owned or used by the Company do not now contain, nor did such facilities or any premises previously occupied by the Company contain, any underground storage tanks for any Hazardous Substances. The Company has complied with and is in material compliance with all federalapplicable local, state, local state and foreign statutes (civil and criminal), federal environmental laws, ordinances, regulations, rules, notices, permits, judgments, ordinances and administrative and judicial orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectivelygeneration, “Environmental Laws”) includingrecycling, without limitationuse, Environmental Laws relating to air, water, land and the generationsale, storage, use, handling, transportation, treatment or transfer and disposal of Hazardous Wastes, Hazardous Materials and any Hazardous Substances (in effect as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statementsdate hereof. The Company has obtained and complied with all necessary permits and other approvals necessary not been alleged to treatbe in violation of, transportor been subject to any administrative, storejudicial or regulatory proceeding pursuant to, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to such laws or regulations either now or any time during the extent required by all Environmental Laws, all past and present sites owned and operated by twenty-four months. No claims have been or are currently asserted against the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge Company's knowledge, will be asserted against the Company after the Closing Date based on the Company's acts or failures to act prior to the Closing Date with respect to Hazardous Substances. No claims have been or are currently asserted against the Company, and there is no basis for any claim pursuant to which any person would allege that he or she has sustained any injuries or contracted any diseases resulting from exposure to Hazardous Substances prior to the Closing Date in connection with the assembly, manufacture, use, operation or association with the products or Business of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in whether or on any property owned not such injuries or operated by diseases are first manifested after the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentClosing Date.

Environmental and Safety Laws. The (a) Neither the Company has complied with and is nor any Subsidiary is, in any material compliance with all federalrespect, statein violation of any applicable statute, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it law or any of its properties, assets, operations and businesses regulation relating to the protection environment or occupational health and safety, and no material expenditures are, or are reasonably anticipated to be, required in order for the Company or any Subsidiary to comply with any such existing statute, law or regulation. (b) Except as disclosed in Section 5.22 of the environment (collectivelyDisclosure Schedule, “Environmental Laws”) includingduring the period that the Company or a Subsidiary has owned or leased any facility and, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Lawsknowledge of the Company, either singly or in the aggregatecase of any currently owned or leased facility, does not and would not at all times prior thereto, (i) there have a Material Adverse Effect on been no material disposals, releases or threatened releases of Hazardous Materials (as defined below) by any of the Company or the Subsidiaries or, to the knowledge of the Company, any other person on, from or under such facility, and (ii) other than normal office products and cleaning supplies, there has not been used, generated, manufactured or stored on, under or about such facility or transported to or from such facility by the Company or any Subsidiary or, to the knowledge of the Company, any other person, any Hazardous Materials. (c) There is no pending or, to the knowledge of the Company, threatened claim, litigation or administrative agency proceeding against any of the Company or the Subsidiaries arising out of circumstances that form the basis of or are alleged to form the basis of, nor has the Company or any of its businesses the Subsidiaries received written notice from any governmental entity that alleges, violation in any material respect of any material applicable statute, law or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, regulation relating to the extent required by all Environmental Lawsenvironment or occupational health and safety. (d) For purposes of this Agreement, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the terms "disposal," "release" and "threatened release" shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, ET. SEQ. as amendedamended ("CERCLA"), and (ii) "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste, which is regulated under, or defined as a "hazardous substance," "pollutant," "contaminant," "toxic chemical," "hazardous material," "toxic substance" or "hazardous chemical" under (A) CERCLA; (B) the Resource Conservation Emergency Planning and Recovery Community Right-to-Know Act, 42 U.S.C. Section 11001, ET. SEQ.; (iiiC) the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, ET. SEQ.; (D) the Toxic Substance Control Act, 15 U.S.C. Section 2601, ET. SEQ.; (E) the Occupational Safety and Health Act of 1970, 00 X.X.X. Xxxxxxx 000, XX. SEQ.; (F) regulations promulgated under any of the above statutes; or (ivG) comparable any applicable state and or local statute, ordinance, rule or regulation that has a scope or purpose similar to those statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentidentified above.

Environmental and Safety Laws. The (a) the Company is and has complied with and is been in compliance in all material compliance respects with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”; (b) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied is compliance in all material respects with all necessary permits permits, licenses, approvals and other authorizations that are required pursuant to Environmental Law for the occupation of the facilities of the Company and the operation of the business of the Company and there is no action pending or threatened to revoke, terminate, cancel or modify any such permits, licenses, approvals necessary and other authorizations; (c) there has been no release or to treat, transport, store, dispose the Company’s Knowledge threatened release of and otherwise handle Hazardous Wastes, Hazardous Materials and any Hazardous Substances and has reportedon, upon, into or from any site currently or, to the extent required by all Environmental LawsCompany’s Knowledge, all past and present sites owned and operated heretofore owned, leased or otherwise used by the Company where Hazardous Wastesin material violation of Environmental Law or in quantities, Hazardous Materials concentrations or conditions that could give rise to a material liability under Environmental Law; (d) there have been no Hazardous Substances generated by the Company that have 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; (e) the Company has not received any written notice, complaint, suit, order, citation, demand or claim that is outstanding or unresolved alleging that it is not or may not be in compliance with any Environmental Laws or has or may have a liability under any Environmental Law; (f) the Company has not used, treated, stored, manufactured, disposed of, arranged for or permitted the disposal of, transported, handled, released or exposed any Person to any Hazardous Substance, or owned or operated any property or facility, in the case of each of the foregoing, in material violation of Environmental Law or otherwise handled. Except as set forth on Schedule 3.11 heretoin a manner that would give rise to a material liability pursuant to any Environmental Law; (g) the Company has provided to Purchaser copies of all material environmental studies, there have been no “Releases” orenvironmental reports, environmental assessments and environmental audits pertaining to the Knowledge compliance by the Company with Environmental Laws and the environmental condition of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in properties or on any property facilities owned or operated by any the Company except that are within any Company’s possession or reasonable control; and (h) to the Company’s Knowledge, 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 permitted defined by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability Company, except for the storage of hazardous waste in connection compliance with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentEnvironmental Laws.

Environmental and Safety Laws. The (a) Except as set forth in Section 3.17 of the Company Disclosure Schedule or as has complied with not had and is would not reasonably be expected to have a Company Material Adverse Effect (i) the Company and the Subsidiaries are and have been in material compliance with all federalEnvironmental Laws; (ii) there has been no release or threatened release of any pollutant, state, local and foreign statutes contaminant or toxic or hazardous material (civil and criminalincluding toxic mold), lawssubstance or waste, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or petroleum or any of its propertiesfraction thereof, assets, operations and businesses relating to the protection of the environment (collectively, each a “Environmental LawsHazardous Substance”) includingon, without limitationupon, Environmental Laws relating to airinto or from any site currently or heretofore owned, water, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses Subsidiary in a manner that would create liability for the Company or any Subsidiary under any Environmental Law; (iiiii) necessitate a material expenditure by or on behalf to the knowledge of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or any Subsidiary that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Authority in the Company United States; and (iv) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company or any Subsidiary, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to 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 with respect to the Company and the Subsidiaries. (b) For purposes of Section 3.17, “Environmental Laws” means any applicable Law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalThere are no pending actions, statesuits or proceedings by or before any arbitrator or Governmental Authority pending, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection knowledge of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on Company threatened against the Company or any of its businesses Subsidiaries under Environmental Law. The Company and its Subsidiaries (i) are and have been in full compliance with Environmental Law and have no knowledge or any material expenditure that will be required to maintain such compliance in the future; (ii) necessitate a material expenditure have not received any notice or claim alleging that they are not in full compliance with or otherwise have liability under Environmental Law; and (iii) have no knowledge of any facts or circumstances that could reasonably be expected to form the basis of any such claim. No Hazardous Materials are present or are used or have been used, stored, or released by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and or its Subsidiaries, or to their knowledge by any other approvals necessary to treatPerson, transportat any property currently or formerly owned, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and leased or operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, its Subsidiaries or disposed of at any other location by the Company or otherwise handledits Subsidiaries except (i) in compliance with Environmental Law; and (2) in quantities and under circumstances that would not require investigation or remediation by the Company or their its Subsidiaries. Except as set forth on Schedule 3.11 hereto, there The Company and its Subsidiaries have been no “Releases” or, not assumed by contract or by operation of law the liabilities arising under Environmental Law of any other Person. The Company and its Subsidiaries have provided to the Knowledge Agent all material reports, audits and assessments in their possession or control regarding the environmental condition of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property currently or formerly owned or operated by the Company except or any of its Subsidiaries. “Environmental Law” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to pollution or the environment , preservation or reclamation of natural resources, the management, generation, use, handling, treatment, transportation, storage, disposal or release or threatened release of or exposure to Hazardous Materials, or occupational health and safety. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Hazardous Materials” means materials, wastes or pollutants listed or defined as permitted “hazardous substances”, “hazardous wastes” ,”toxic substances” or by words of similar import or any other substance or waste otherwise regulated by applicable Environmental LawsLaw, including nuclear materials and radioactive substances or wastes, petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and toxic mold. There is no on-site “Person” means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any government (whether federal, state, local county, city, municipal or foreign enforcement action otherwise, including any instrumentality, division, agency, body or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up costdepartment thereof), remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation shall include such Person’s successors and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentassigns.

Environmental and Safety Laws. (a) The Company has Companies(i) have complied with and is are in material compliance with substantially all applicable Environmental Laws (as defined below); (ii)are not subject to any existing proceedings under any Environmental Laws, have not received any warning, notice, letter or any other type of communication, and no expenditures are required by the Companies in order to comply with any existing Environmental Laws; (iii) to the Sellers´ best knowledge, the Companies have never sent, arranged for disposal or treatment, arranged with a transporter for transport for disposal or treatment, transported, disposed or accepted for transport any Hazardous Substance (as defined below), to a facility, site or location that (x) is on a priorities list or similar list established pursuant to any Environmental Law for environmental cleanup or other remedial action, or (y) could reasonably be expected to give rise to liability under any Environmental Law; and (iv) does not store, generate or produce any Hazardous Substance in quantities or in a manner which could reasonably be expected to violate any Environmental Law or which could reasonably be expected to give rise to any liability thereunder. To the Sellers´ best knowledge there has never been any contamination of any ground or surface water or soil with any Hazardous Substance as a result of the Companies’ activities. (b) For purposes of this Section 4.20: (i) “Environmental Laws” means all international, federal, statenational, state and local and foreign statutes (civil and criminal), laws, ordinancesstatutes, common law, regulations, rules, notices, permits, judgments, orders rules and decrees applicable to it or any of its properties, assets, operations and businesses ordinances relating to the pollution or protection of the environment (collectivelyor human health and safety, “Environmental Laws”) including, without limitation, Environmental Laws including those relating to (x) releases or threatened releases of Hazardous Substances into the indoor or outdoor environment (including ambient air, surface water, land and groundwater, land, surface or subsurfaces) or otherwise relating to the generationmanufacture, storageprocessing, labeling, packaging, distribution, use, handlingtreatment, transportationdisposal, treatment storage or disposal handling of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined or the disclosure of any of the foregoing to any governmental authority) or (y) endangerment of one or more animal or plant species or natural resources; and (ii) “Hazardous Substances” means any substance, material, product or object containing, in whole or in part and in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Lawsamount of concentration, either singly radioactive material, asbestos, petroleum or its byproducts, formaldehyde, pesticides, mold, diesel fuel, crude oil or other chemicals, materials, compounds or substances or wastes which now or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company future become defined as or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose included in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats definition of “Releaseshazardous substances,” (as defined in “hazardous materials,” “hazardous wastes,” “solid wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “contaminants,” “pollutants,” “toxic pollutants,” “regulated substances,” or words of similar import under any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentLaw.

Environmental and Safety Laws. The Except as disclosed in the SEC Reports, neither the Company has complied with and nor any of the Subsidiaries is in material compliance with all federalviolation of any applicable statute, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it law or any of its properties, assets, operations and businesses regulation relating to the protection environment or occupational health and safety, and to the Company's knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. Without limiting the foregoing, and except as disclosed in the SEC Reports: (a) with respect to any real property owned, leased or otherwise utilized by the Company or its Subsidiaries ("Real Property"), neither the Company nor any Subsidiaries is or has in the past been in violation of any Hazardous Substance Law which violation could reasonably be expected to result in a material liability to the Company or its properties and assets; (b) none of the environment (collectivelyCompany nor any of the Company's Subsidiaries nor, “Environmental Laws”) includingto the knowledge of the Company, without limitationany third party has used, Environmental Laws relating to airreleased, watergenerated, land and the generationmanufactured, storageproduced or stored, usein, handlingon, transportationunder, treatment or disposal of Hazardous Wastesabout any Real Property, Hazardous Materials and or transported thereto or therefrom, any Hazardous Substances (as such terms are defined in any applicable Environmental Law) except that could reasonably be expected to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on subject the Company or any of its businesses or the Subsidiaries to material liability, under any Hazardous Substance Law; (iic) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge knowledge of the Company, threats there are no underground tanks, whether operative or temporarily or permanently closed, located on any Real Property that could reasonably be expected to subject the Company or any of “Releases” the Subsidiaries to material liability under any Hazardous Substance Law; (as defined in any Environmental Lawsd) there are no Hazardous Substances used, stored or present at, fromor on, or to the knowledge of the Company that could reasonably be expected to migrate onto any Real Property, except in compliance with Hazardous Substance Laws; and (e) to the knowledge of the Company, there neither is nor has been any condition, circumstance, action, activity or on any property owned or operated event that could reasonably be expected to be a material violation by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which any of the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject Subsidiaries of any federalHazardous Substance Law, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against result in liability to the Company or any of the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim Subsidiaries under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentLaw.

Environmental and Safety Laws. The Company has Except as set forth on Schedule 3.11: (a) To the Knowledge of the Companies, the Companies have complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company Companies or any of its their businesses or (ii) necessitate a material expenditure by or on behalf of the Company Companies in excess of amounts already reserved for such purpose in the Company’s Companies’ financial statements. The Company has . (b) To the Knowledge of the Companies, the Companies have obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company Companies where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto. (c) To the Knowledge of the Companies, there have been no “Releases” or, to the Knowledge of the CompanyCompanies, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company Companies except as permitted by Environmental Laws. There . (d) To the Knowledge of the Companies, there is no on-site or off-site location to which the Company has Companies have transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company Companies or the Buyer as the shareholder of the Companies for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has Companies have no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (Except as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) reasonably be expected to have a Material Adverse Effect on (1) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws; (2) there has been no use, handling, storage, generation, distribution, disposal, arrangement for disposal of, exposure of any Person to, release, or to the Company’s knowledge threatened release, of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof. or any other materials, substance or waste for which standards of conduct or liability may be imposed under Environmental Laws (each a “Hazardous Substance”) on, upon, into, under or from any site currently or heretofore owned, leased or otherwise used by the Company or any of its businesses Subsidiaries or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, its Subsidiaries; (3) there have been no “Releases” orHazardous Substances generated, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances by the Company or arranged for the transportation its Subsidiaries that have been disposed of or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against governmental authority in the Company United States; (4) there are no underground storage tanks located on, no polychlorinated biphenyls or the Buyer for any clean-up costequipment containing such chemical used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned, leased or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws; and (iii5) neither the Hazardous Materials Transportation Act Company nor any of its Subsidiaries has knowledge of any existing event, condition, occurrence, circumstances, activities, practices, incidents or (iv) comparable state actions which could reasonably be expected to interfere with or prevent continued compliance by the Company or its Subsidiaries with applicable Environmental Laws, give rise to any common law or statutory liability or otherwise form the basis of any liability under Environmental Law. Neither the Company nor its Subsidiaries has received any written notice alleging any violation of, or liability under, Environmental Laws, except for such violations or liabilities as would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, there are no material environmental records, reports, notifications, certificates of need, Permits, pending Permit applications, correspondence, engineering studies, and local statutes and regulations. The Company has no contingent liability environmental studies or assessments arising out of or in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentCompany’s business as now conducted and as proposed to be conducted.

Environmental and Safety Laws. The Except as disclosed in the SEC Reports, to the Company's knowledge, neither the Company has complied with and nor any Subsidiary is in material compliance with all federalviolation of any applicable statute, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it law or any of its properties, assets, operations and businesses regulation relating to the protection of the environment (collectivelyor occupational health and safety, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance Company's knowledge, no material expenditures are or will be required in order to comply with any Environmental Lawssuch existing statute, either singly law or regulation. Without limiting the foregoing, and except as disclosed in the aggregateSEC Reports: (a) with respect to any real property owned, does not and would not (i) have a Material Adverse Effect on leased or otherwise utilized by the Company or any Subsidiary ("REAL PROPERTY"), neither the Company nor any Subsidiary is or has in the past been in violation of its businesses or (ii) necessitate any Hazardous Substance Law which violation could reasonably be expected to result in a material expenditure by or on behalf of liability to the Company in excess of amounts already reserved for such purpose in or its properties and assets; (b) neither the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedany Subsidiary nor, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge knowledge of the Company, threats any third party has used, Released, generated, manufactured, produced or stored, in, on, under, or about any Real Property, or transported thereto or therefrom, any Hazardous Substances that could reasonably be expected to subject the Company to material liability, under any Hazardous Substance Law; (c) to the knowledge of “Releases” the Company, there are no underground tanks, whether operative or temporarily or permanently closed, located on any Real Property that could reasonably be expected to subject the Company to material liability under any Hazardous Substance Law; (as defined in any Environmental Lawsd) there are no Hazardous Substances used, stored or present at, fromor on, or to the knowledge of the Company that could reasonably be expected to migrate onto any Real Property, except in compliance with Hazardous Substance Laws; and (e) to the knowledge of the Company, there neither is nor has been any condition, circumstance, action, activity or on any property owned or operated event that could reasonably be expected to be a material violation by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject any Subsidiary of any federalHazardous Substance Law, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against result in liability to the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim Subsidiary under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentLaw.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalExcept as would not, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly individually or in the aggregate, does not and would not (i) reasonably be expected to have a Material Adverse Effect Effect: (a) Except as set forth on Schedule 4.15(a), neither the Company nor any Subsidiary of the Company nor any of the Company's properties, assets or operations has failed to comply in any material respect with any Environmental Laws (as defined below). (b) Except as set forth on Schedule 4.15(b), neither the Company nor any Subsidiary of the Company has Released (as defined below), generated or disposed of any Hazardous Substance (as defined below) in a manner which could reasonably be expected to give rise to a material liability under or relating to any Environmental Laws. (c) Except as set forth on Schedule 4.15(c), there is no claim under or relating to Environmental Laws pending or, to the knowledge of the Company, threatened against the Company or any of its businesses Subsidiaries or (ii) necessitate any of its respective properties or assets or against any other Person whose liability for any environmental claim the Company or any of their Subsidiaries has retained or assumed either contractually or by operation of law. Except as would not reasonably be expected to give rise to a material expenditure by liability under or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary relating to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all any Environmental Laws, all past and present sites owned and no real property currently or formerly owned, operated or leased by the Company where or any of its Subsidiaries has been impacted by any Release or threatened Release of any Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to Substance. (d) To the Knowledge knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location has disclosed to the Purchasers all material facts which the Company has transported reasonably believes form the basis of a material cost to or disposed liability of Hazardous Wastesthe Company or any of its Subsidiaries arising from (i) the costs of pollution control equipment currently required or known to be required in the future, Hazardous Materials and Hazardous Substances (ii) current remediation costs or arranged for remediation costs known to be required in the transportation future or disposal (iii) any other environmental matter affecting the Company, any of Hazardous Wastesits Subsidiaries or its properties or assets which would have, Hazardous Materials and Hazardous Substances or which is the subject Company reasonably believes would have, a material cost to or liability of the Company or any of its Subsidiaries. (e) For purposes of this Agreement, (i) "ENVIRONMENTAL LAWS" means all applicable federal, foreign, state, local or foreign enforcement action municipal Laws or any Orders or other investigation which could lead legally binding requirements relating to any Environmental Claim against the Company pollution or the Buyer for any clean-up costprotection of human health or the environment, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) including the Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, 42 U.S.C., Section 9601, et seq., as amended, (ii) the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended, the Clean Air Act, 42 U.S.C. Section 7401 et seq., as amended, the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601 et seq., and the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq., (ii) "HAZARDOUS SUBSTANCES" means any pollutant, contaminant, toxic substance, hazardous waste, hazardous material, or hazardous substance, or any oil, petroleum or petroleum product, each as defined or listed in, or classified pursuant to, any Environmental Laws, or any other substance that could result in liability under any Environmental Laws, and (iii) "RELEASE" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing (including the Hazardous Materials Transportation Act abandonment or (iv) comparable state discarding of barrels, containers and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentother receptacles).

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection a) All of the environment real estate owned, leased, subleased, or used by the Company and the Subsidiaries (collectively, “Environmental Laws”the "Real Estate") including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal is free of contamination from any Hazardous Wastes, Hazardous Materials and Hazardous Substances (as Material except for such terms are defined in any applicable Environmental Law) except to the extent contamination that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) result in Environmental Liabilities that could reasonably be expected to have a Material Adverse Effect material adverse effect on the Company or the Investors; (ii) neither the Company nor any Subsidiary has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Company and the Subsidiaries are and have been in compliance with all Environmental Laws; (iv) the Company and the Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, and all such Environmental Permits are valid, uncontested and in good standing; (iiv) necessitate a material expenditure by neither the Company nor any Subsidiary is involved in operations or on behalf knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which Subsidiary that could lead reasonably be expected to any Environmental Claim against have a material adverse effect on the Company or the Buyer for Investors; (vi) no notice has been received by the Company or any clean-up costSubsidiary identifying it as a "potentially responsible party" or requesting information under any Environmental Law, remedial workand to the knowledge of the Company and the Subsidiaries, damage to natural resources there are no facts, circumstances or personal injury, including, but not limited to, conditions that may result in the Company or any claim Subsidiary being identified as a "potentially responsible party" under CERCLA or analogous state statutes; and (ivii) the Comprehensive Company and its Subsidiaries have provided to Investors copies of all existing environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental ResponseLiabilities, Compensation in each case relating to the Company and Liability Act of 1980, as amended, the Subsidiaries. (iib) The following capitalized terms have the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.definitions ascribed to them below:

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (Except as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) reasonably be expected to have a Material Adverse Effect on (1) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws; (2) there has been no use, handling, storage, generation, distribution, disposal, arrangement for disposal of, exposure of any Person to, release, or to the Company’s knowledge threatened release, of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof or any other materials, substance or waste for which standards of conduct or liability may be imposed under Environmental Laws (each a “Hazardous Substance”) on, upon, into, under or from any site currently or heretofore owned, leased or otherwise used by the Company or any of its businesses Subsidiaries or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, its Subsidiaries; (3) there have been no “Releases” orHazardous Substances generated, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances by the Company or arranged for the transportation its Subsidiaries that have been disposed of or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against governmental authority in the Company United States; (4) there are no underground storage tanks located on, no polychlorinated biphenyls or the Buyer for any clean-up costequipment containing such chemical used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned, leased or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws; and (iii5) neither the Hazardous Materials Transportation Act Company nor any of its Subsidiaries has knowledge of any existing event, condition, occurrence, circumstances, activities, practices, incidents or (iv) comparable state actions which could reasonably be expected to interfere with or prevent continued compliance by the Company or its Subsidiaries with applicable Environmental Laws, give rise to any common law or statutory liability or otherwise form the basis of any liability under Environmental Law. Neither the Company nor its Subsidiaries has received any written notice alleging any violation of, or liability under, Environmental Laws, except for such violations or liabilities as would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, there are no material environmental records, reports, notifications, certificates of need, Permits, pending Permit applications, correspondence, engineering studies, and local statutes and regulations. The Company has no contingent liability environmental studies or assessments arising out of or in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentCompany’s business as now conducted and as proposed to be conducted.

Environmental and Safety Laws. The Company has conducted all Hazardous Substance Activities (as such term is defined below) in compliance in all material respects with all applicable Environmental Laws (as such term is defined below) and the Hazardous Substance Activities of the Company have not resulted in the exposure of any person to a Hazardous Substance (as such term is defined below) in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. The material permits, licenses, approvals, registrations, certificates and consents currently held by the Company pursuant to Environmental Laws (the “Environmental Permits”) are all of the Environmental Permits necessary for the operations and continued activities of the Company as currently conducted. All such Environmental Permits are valid and in full force and effect and the Company has, for the last three (3) years, complied with and is in compliance in all material respects with the conditions and terms of such permits. Except in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating and in a manner that would not reasonably be expected to airsubject the Company to any material liability, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and no Hazardous Substances (as such terms are defined in present on any applicable Environmental Law) except to the extent that noncompliance with any Environmental Lawsreal property currently owned, either singly operated, occupied or in the aggregate, does not and would not (i) have a Material Adverse Effect on leased by the Company or were present on any of its businesses other real property at the time it ceased to be owned, operated, occupied or (ii) necessitate a material expenditure leased by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on in Section 3.24 of the Schedule 3.11 heretoof Exceptions, there have been are no “Releases” orunderground or aboveground storage tanks, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in asbestos which is friable or polychlorinated biphenyls present on any real property owned currently owned, operated, occupied or operated leased by the Company except or as permitted by Environmental Laws. There is no on-site or off-site location to which a consequence of the Company has transported or disposed acts of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsits agents. The Company has no contingent not retained or assumed by contract or operation of law any liability in connection with any Release or obligation of any Hazardous Wasteother person under any Environmental Law and there are no past or present facts that reasonably could be expected to give rise to any material liability with respect to Environmental Laws. No action, Hazardous Material suit, claim, proceeding, writ, investigation, remediation or injunction is pending against the Company, or to the Company’s Knowledge threatened concerning or relating to any Environmental Laws or Hazardous Substance into the environment.Activities. For purposes of this Agreement, (a) “Hazardous Substances” shall mean all emissions, chemicals,

Environmental and Safety Laws. The Company (a) To the best knowledge of Buyer, no land or other asset owned occupied, possessed or used by Buyer on or at any time before the date of this Agreement (i) contains or has contained (in the case of land, above or below ground) a hazardous substance or article, waste or other pollutant or contaminant, (ii) is or has been used for the deposit, storage, treatment or disposal or waste or sewage or (iii) is referred to or listed in a register of polluted or contaminated land, and no matter exists which might give rise to an entry in such a register. (b) To the best knowledge of Buyer, Buyer has obtained and complied with the terms and is in material compliance with all federalconditions of each governmental or regulatory license, statepermit or authorization (collectively, local and foreign statutes (civil and criminalthe "Environmental Permits"), lawsand all applicable legal and administrative requirements, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it concerned with the pollution or any of its properties, assets, operations and businesses relating to the protection of the environment (collectivelyincluding the disposal of waste) or harm to or the protection of the health of humans, “animals or plants. Buyer is not aware of any expenditure or work which is or will be necessary to comply with, maintain or obtain any such Environmental Laws”Permit. No release or discharge of a hazardous substance or article, waste, sewage or other pollutant or contaminant has exceeded an allowed quota or limit prescribed or specified under any applicable legal or administrative requirement or in a condition to an Environmental Permit. (c) includingNeither Buyer nor any person for whose acts or defaults Buyer may be vicariously liable is involved, without limitationor has during the five (5) years ending on the date of this Agreement been involved, Environmental Laws in a civil, criminal, arbitration, administrative or other proceeding concerned with the pollution or protection of the environment, or harm to or the protection of the health of humans, animals or plants in any jurisdiction. No civil, criminal, arbitration, administrative or other proceeding of that type is pending or, to the best knowledge of Buyer, threatened by or against Buyer or a person for whose acts or defaults Buyer may be vicariously liable. To the best knowledge of Buyer, no matter exists which might give rise to a proceeding of that type. (d) There is and has been no governmental or other investigation, enquiry or disciplinary proceeding relating to airthe pollution or protection of the environment, wateror harm to or the production of the health of humans, land animals or plants, concerning Buyer and the generationnone is pending or, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent best knowledge of Buyer, threatened. To the best knowledge of Buyer, no matter exists which might give rise to an investigation, enquiry or proceeding of that noncompliance with type. (e) To the best knowledge of Buyer, Buyer has no liability (actual or contingent, or which might hereafter arise) to make good, repair, re-instate or clean up land or any Environmental Lawsother asset on or before the date of this Agreement owned, occupied, possessed or used by Buyer. (f) Notwithstanding the foregoing, each of the representations or warranties contained in clauses (a) through (e) above shall only relate to those events, facts, conditions or circumstances that have or could be reasonably expected to have, either singly individually or in the aggregate, does not and would not (i) have a Buyer Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentEffect.

Environmental and Safety Laws. The (a) Neither the Company has complied with and is nor any Subsidiary is, in any material compliance with all federalrespect, statein violation of any applicable statute, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it law or any of its properties, assets, operations and businesses regulation relating to the protection environment or occupational health and safety, and no material expenditures are, or are reasonably anticipated to be, required in order for the Company or any Subsidiary to comply with any such existing statute, law or regulation. (b) Except as disclosed in Section 5.22 of the environment (collectivelyDisclosure Schedule, “Environmental Laws”) includingduring the period that the Company or a Subsidiary has owned or leased any facility and, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Lawsknowledge of the Company, either singly or in the aggregatecase of any currently owned or leased facility, does not and would not at all times prior thereto, (i) there have a Material Adverse Effect on been no material disposals, releases or threatened releases of Hazardous Materials (as defined below) by any of the Company or the Subsidiaries or, to the knowledge of the Company, any other person on, from or under such facility, and (ii) other than normal office products and cleaning supplies, there has not been used, generated, manufactured or stored on, under or about such facility or transported to or from such facility by the Company or any Subsidiary or, to the knowledge of the Company, any other person, any Hazardous Materials. (c) There is no pending or, to the knowledge of the Company, threatened claim, litigation or administrative agency proceeding against any of the Company or the Subsidiaries arising out of circumstances that form the basis of or are alleged to form the basis of, nor has the Company or any of its businesses the Subsidiaries received written notice from any governmental entity that alleges, violation in any material respect of any material applicable statute, law or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, regulation relating to the extent required by all Environmental Lawsenvironment or occupational health and safety. (d) For purposes of this Agreement, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the terms "disposal," "release" and "threatened release" shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et. seq. as amendedamended ("CERCLA"), and (ii) "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste, which is regulated under, or defined as a "hazardous substance," "pollutant," "contaminant," "toxic chemical," "hazardous material," "toxic substance" or "hazardous chemical" under (A) CERCLA; (B) the Resource Conservation Emergency Planning and Recovery Community Right-to-Know Act, 42 U.S.C. Section 11001, et. seq.; (iiiC) the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et. seq.; (D) the Toxic Substance Control Act, 15 U.S.C. Section 2601, et. seq.; (E) the Occupational Safety and Health Act of 1970, 29 U.S.C. Sectiox 000, xx. xxx.; (X) xxxxxxxxxxx xxxxxxxxxxx xxxxx xxx xx xxx xxxxx xxxxutes; or (ivG) comparable any applicable state and or local statute, ordinance, rule or regulation that has a scope or purpose similar to those statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentidentified above.

Environmental and Safety Laws. The Company has complied with and is (a) Except as disclosed in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection Section 3.16 of the environment (collectivelyCompany Disclosure Schedule or except as could not reasonably be expected, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly individually or in the aggregate, does not and would not (i) to have a Material Adverse Effect Effect: (i) the Company and each of its Subsidiaries complies with all applicable Environmental Laws (as defined below) and has not violated such laws, and the Company and each of its Subsidiaries possesses and complies with all Environmental Permits (as defined below) required under such Environmental Laws and has not violated such permits; (ii) to the knowledge of the Company or any of its Subsidiaries, there are no events, circumstances, practices, plans, or legal requirements that could reasonably be expected to prevent the Company or any of its Subsidiaries from (or increase the burden on the Company or any of its businesses Subsidiaries of) complying with applicable Environmental Laws or (ii) necessitate a material expenditure by obtaining, renewing, or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied complying with all necessary permits Environmental Permits required under such laws; (iii) there are and have been no Materials of Environmental Concern (as defined below), or other approvals necessary to treatconditions, transportat any property currently or formerly owned, storeleased, dispose of and operated, or otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated used by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed any of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” its Subsidiaries now or, to the Knowledge knowledge of the Company, threats of “Releases” (as defined in at any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or other off-site location (including without limitation any location used for the storage, disposal, recycling or other handling of any Materials of Environmental Concern), that could reasonably be expected to which give rise to liability of the Company has transported or disposed any of Hazardous Wastes, Hazardous Materials and Hazardous Substances its Subsidiaries under any Environmental Law or arranged for result in costs to the transportation Company or disposal any of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject its Subsidiaries arising out of any federal, state, local or foreign enforcement action Environmental Law; (iv) none of the Company or any other investigation which could lead to of its Subsidiaries has received any Environmental Claim (as defined below), and to the knowledge of the Company or any of its Subsidiaries, there are no threatened Environmental Claims or any circumstances, conditions or events that could reasonably be expected to result in an Environmental Claim, against the Company or any of its Subsidiaries; (v) none of the Buyer Company or any of its Subsidiaries has entered into any consent decree or other agreement under any Environmental Law, and none of the Company or its Subsidiaries is subject to any judgment, decree, order or similar written requirement relating to compliance with any Environmental Law or to Materials of Environmental Concern; (vi) to the knowledge of the Company, each of the foregoing representations and warranties also applies to any Person for which the Company or any clean-up costof its Subsidiaries assumed or retained responsibility, remedial workwhether by contract or operation of law. (b) The Company reasonably believes that the matters disclosed in Section 3.16 of the Company Disclosure Schedule, damage to natural resources individually or personal injuryin any aggregation, including, but will not limited to, any claim under have a Material Adverse Effect. (ic) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability made available to the Purchasers copies of all material Environmental Reports in connection with the possession or reasonable control of the Company or any Release of its Subsidiaries, which copies are unaltered and complete to the extent in the possession or reasonable control of the Company or any Hazardous Wasteof its Subsidiaries. (d) This Section 3.16 is the exclusive section containing representations and warranties concerning environmental and health and safety matters. (e) For purposes of this Agreement, Hazardous Material or Hazardous Substance into the environment.terms below are defined as follows:

Environmental and Safety Laws. The (a) Neither the Company has complied with and is nor any Subsidiary is, in any material compliance with all federalrespect, statein violation of any applicable statute, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it law or any of its properties, assets, operations and businesses regulation relating to the protection environment or occupational health and safety, and no material expenditures are, or are reasonably anticipated to be, required in order for the Company or any Subsidiary to comply with any such existing statute, law or regulation. (b) Except as disclosed in Section 5.22 of the environment (collectivelyDisclosure Schedule, “Environmental Laws”) includingduring the period that the Company or a Subsidiary has owned or leased any facility and, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Lawsknowledge of the Company, either singly or in the aggregatecase of any currently owned or leased facility, does not and would not at all times prior thereto, (i) there have a Material Adverse Effect on been no material disposals, releases or threatened releases of Hazardous Materials (as defined below) by any of the Company or the Subsidiaries or, to the knowledge of the Company, any other person on, from or under such facility, and (ii) other than normal office products and cleaning supplies, there has not been used, generated, manufactured or stored on, under or about such facility or transported to or from such facility by the Company or any Subsidiary or, to the knowledge of the Company, any other person, any Hazardous Materials. (c) There is no pending or, to the knowledge of the Company, threatened claim, litigation or administrative agency proceeding against any of the Company or the Subsidiaries arising out of circumstances that form the basis of or are alleged to form the basis of, nor has the Company or any of its businesses the Subsidiaries received written notice from any governmental entity that alleges, violation in any material respect of any material applicable statute, law or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, regulation relating to the extent required by all Environmental Lawsenvironment or occupational health and safety. (d) For purposes of this Agreement, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the terms "disposal," "release" and "threatened release" shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et. seq. as amendedamended ("CERCLA"), and (ii) "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste, which is regulated under, or defined as a "hazardous substance," "pollutant," "contaminant," "toxic chemical," "hazardous material," "toxic substance" or "hazardous chemical" under (A) CERCLA; (B) the Resource Conservation Emergency Planning and Recovery Community Right-to-Know Act, 42 U.S.C. Section 11001, et. seq.; (iiiC) the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et. seq.; (D) the Toxic Substance Control Act, 15 U.S.C. Section 2601, et. seq.; (E) the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651, et. seq.; (F) regulations promulgated under any of the above statutes; or (ivG) comparable any applicable state and or local statute, ordinance, rule or regulation that has a scope or purpose similar to those statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentidentified above.

Environmental and Safety Laws. The (a) During the period that the Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it leased or owned its properties or owned or operated any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 heretofacilities, there have been no “Releases” ordisposals, releases or threatened releases of Hazardous Materials (as defined below) on, from or under such properties or facilities. The Company has no knowledge of any presence, disposals, releases or threatened releases of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to the Knowledge Company having taken possession of any of such properties or facilities. (b) To the knowledge of the Company, threats none of “Releases” (as defined the properties or facilities of The Company is in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject violation of any federal, statestate or local law, local ordinance, regulation or foreign enforcement action order relating to industrial hygiene, occupational health and safety, or any other investigation which could lead to any Environmental Claim against the Company environmental conditions on, under or the Buyer for any clean-up cost, remedial work, damage to natural resources about such properties or personal injuryfacilities, including, but not limited to, soil and ground water condition. During the time that the Company has owned or leased its properties and facilities, neither the Company, nor, to the Company’s knowledge, any claim third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials. (ic) During the time that the Company has owned or leased their respective properties and facilities, there has been no litigation brought or threatened against the Company by, or any settlement reached by the Company with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities. (d) For the purposes of this Agreement, the terms “disposal” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as amendedamended (“CERCLA”). For the purposes of this Agreement “Hazardous Materials” shall mean any hazardous or toxic substance, material or waste which is or becomes prior to the Closing regulated under, or defined as a “hazardous substance,” “pollutant,” “contaminant,” “toxic chemical,” “hazardous materials,” “toxic substance” or “hazardous chemical” under (ii1) the Resource Conservation and Recovery ActCERCLA; (2) any similar federal, (iii) the Hazardous Materials Transportation Act state or local law; or (iv3) comparable state and local statutes and regulations. The Company has no contingent liability in connection with regulations promulgated under any Release of any Hazardous Waste, Hazardous Material the above laws or Hazardous Substance into the environmentstatutes.

Environmental and Safety Laws. (a) The Company is and has complied with and is been in material compliance with all federalEnvironmental Laws for the past three (3) years; (b) there has been no release or threatened release of any pollutant, statecontaminant or toxic or hazardous material, local and foreign statutes substance or waste, or petroleum or any fraction thereof (civil and criminaleach, a “Hazardous Substance”), lawson, ordinancesupon, regulationsinto or from any site currently or heretofore owned, rulesleased or otherwise used by the Company during any time that such site has been owned, notices, permits, judgments, orders and decrees applicable to it leased or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses Affiliate or (ii) necessitate a material expenditure by or on behalf affiliated Entity of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedand, to the extent required by all Environmental Lawsactual knowledge of the Company, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, at any other time; (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Body in the Company United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) 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 compliance with Environmental Laws. The Company has made available to Purchaser true and complete copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes hereof, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. The (A) All material licenses or permits which are required under Environmental Laws (as defined below) (each an "Environmental Permit") for the conduct of the business of the Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any Subsidiary or the operation of its propertiesany property owned, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on occupied by the Company or any of its businesses Subsidiaries which are required to be obtained or (ii) necessitate a material expenditure applied for by or on behalf of the Company or any of its Subsidiaries have been so obtained or applied for. (B) Neither the Company nor any Subsidiary has failed to comply in excess any material respect with any Environmental Laws or any Environmental Permit and neither the Company nor any Subsidiary has been notified by any governmental authority of amounts already reserved for any such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportednon-compliance and, to the extent required by all Company's knowledge no Environmental LawsPermit will be modified, all suspended, canceled or revoked or cannot be renewed in the ordinary course of business. (C) To the Company's knowledge, no Hazardous Substance (as defined below) is currently or has been in the past and present sites generated, stored, handled, treated, transported to or from or disposed of on any property currently or formerly owned and operated by the Company where Hazardous Wastesor any of its Subsidiaries, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated or leased by the Company except as permitted by Environmental Lawsor any of its Subsidiaries. There is no on-site or off-site location to which To the Company's knowledge, neither the Company nor any Subsidiary has generated, disposed of, transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation (directly or disposal indirectly) of Hazardous Wastes, Hazardous Materials and any Hazardous Substances which to any location that is listed or, to the subject knowledge of the Company, proposed for listing on the National Properties List or the CERCLA Information System under CERCLA, or under any federal, similar state, local or foreign enforcement action list, or where there has been a Release (as defined below) or suspected Release of a Hazardous Substance. Neither the Company nor any Subsidiary has generated or disposed of any Hazardous Substance in a manner which could reasonably be expected to give rise to a material liability under any Environmental Law. (D) Neither the Company nor any Subsidiary has received any written notice from any person or entity advising it that it is responsible for or potentially responsible for cleanup or remediation of any Hazardous Substances. No capital expenditure is planned or required in respect of the assets of the Company or any other investigation which could lead of its Subsidiaries pursuant to or to comply with any Environmental Claim Law, nor has the Company or any of its Subsidiaries received any written notice of any such requirement. (E) There is no claim pending or, to the best knowledge of the Company, threatened against the Company or any of its Subsidiaries or pending or, to the Buyer knowledge of the Company, threatened against any other person or entity whose liability for any clean-up costenvironmental claim the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law under any Environmental Law. To the Company's knowledge, remedial workno real property currently or formerly owned by the Company or any of its Subsidiaries, damage to natural resources or personal injury, including, but not limited to, operated or leased by the Company or any claim under of its Subsidiaries (iduring the period of such operation or lease) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act has been impacted by any Release or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any threatened Release of any Hazardous WasteSubstance. (F) Each of the Company and its Subsidiaries has delivered or otherwise made available for inspection to the Purchaser true, accurate and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by the Company or any of its Subsidiaries pertaining to Hazardous Material Substances in, on, beneath or Hazardous Substance into the environment.adjacent to any property or

Environmental and Safety Laws. The Company is and has complied with and is been in material compliance with all federalEnvironmental Laws; (b) there has been no release or threatened release of any pollutant, statecontaminant or toxic or hazardous material, local and foreign statutes (civil and criminal)substance or waste, laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or petroleum or any of its propertiesfraction thereof, assets, operations and businesses relating to the protection of the environment (collectively, each a “Environmental LawsHazardous Substance”) includingon, without limitationupon, Environmental Laws relating to airinto or from any site currently or heretofore owned, waterleased or otherwise used by the Company during any time that such site has been owned, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses affiliate or (ii) necessitate a material expenditure by or on behalf affiliated entity of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedand, to the extent required by all Environmental Lawsactual knowledge of the Company, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, at any other time; (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Body in the Company United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) 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 compliance with Environmental Laws. The Company has made available to the Purchaser true and complete copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes hereof, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. The Company (a) To the best knowledge of Buyer, no land or other asset owned occupied, possessed or used by Buyer on or at any time before the date of this Agreement (i) contains or has contained (in the case of land, above or below ground) a hazardous substance or article, waste or other pollutant or contaminant, (ii) is or has been used for the deposit, storage, treatment or disposal or waste or sewage or (iii) is referred to or listed in a register of polluted or contaminated land, and no matter exists which might give rise to an entry in such a register. (b) To the best knowledge of Buyer, Buyer has obtained and complied with the terms and is in material compliance with all federalconditions of each governmental or regulatory license, statepermit or authorization (collectively, local and foreign statutes (civil and criminalthe "Environmental Permits"), lawsand all applicable legal and administrative requirements, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it concerned with the pollution or any of its properties, assets, operations and businesses relating to the protection of the environment (collectivelyincluding the disposal of waste) or harm to or the protection of the health of humans, “animals or plants. Buyer is not aware of any expenditure or work which is or will be necessary to comply with, maintain or obtain any such Environmental Laws”Permit. No release or discharge of a hazardous substance or article, waste, sewage or other pollutant or contaminant has exceeded an allowed quota or limit prescribed or specified under any applicable legal or administrative requirement or in a condition to an Environmental Permit. (c) includingNeither Buyer nor any person for whose acts or defaults Buyer may be vicariously liable is involved, without limitationor has during the five (5) years ending on the date of this Agreement been involved, Environmental Laws in a civil, criminal, arbitration, administrative or other proceeding concerned with the pollution or protection of the environment, or harm to or the protection of the health of humans, animals or plants in any jurisdiction. No civil, criminal, arbitration, administrative or other proceeding of that type is pending or, to the best knowledge of Buyer, threatened by or against Buyer or a person for whose acts or defaults Buyer may be vicariously liable. To the best knowledge of Buyer, no matter exists which might give rise to a proceeding of that type. (d) There is and has been no governmental or other investigation, enquiry or disciplinary proceeding relating to airthe pollution or protection of the environment, wateror harm to or the production of the health of humans, land animals or plants, concerning Buyer and the generationnone is pending or, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent best knowledge of Buyer, threatened. To the best knowledge of Buyer, no matter exists which might give rise to an investigation, enquiry or proceeding of that noncompliance with type. (e) To the best knowledge of Buyer, Buyer has no liability (actual or contingent, or which might hereafter arise) to make good, repair, re- instate or clean up land or any Environmental Lawsother asset on or before the date of this Agreement owned, occupied, possessed or used by Buyer. (f) Notwithstanding the foregoing, each of the representations or warranties contained in clauses (a) through (e) above shall only relate to those events, facts, conditions or circumstances that have or could be reasonably expected to have, either singly individually or in the aggregate, does not and would not (i) have a Buyer Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentEffect.

Environmental and Safety Laws. (a) Except as set forth in the Company SEC Reports: (i) The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any each of its propertiesSubsidiaries are, assetsand at all times have been, operations and businesses relating to the protection of the environment (collectivelyin compliance, “in all material respects, with applicable Environmental Laws”) , including, without limitation, having all permits, licenses and other approvals and authorizations necessary under applicable Environmental Laws relating to airfor the operation of their respective businesses as currently conducted; (ii) To the Knowledge of the Company after conducting reasonably inquiry, water, land and none of the generation, storage, use, handling, transportation, treatment Facilities contain any Contamination requiring investigation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any remediation under applicable Environmental LawLaws; (iii) except to To the extent that noncompliance with any Environmental LawsKnowledge of the Company after conducting reasonably inquiry, either singly there are no civil, criminal or in the aggregateadministrative actions, does not and would not (i) have a Material Adverse Effect on suits, demands, claims, hearings, investigations or proceedings pending or threatened, against the Company or any of its businesses Subsidiaries alleging violation of any Environmental Law, a Release of Hazardous Substances from the Facilities, or (ii) necessitate a material expenditure by arising from the off-site disposal, treatment, storage, or on behalf transportation of the Company in excess of amounts already reserved for such purpose in Hazardous Substances from the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose or any of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by its Subsidiaries’ operations; (iv) Neither the Company where nor any of its Subsidiaries has received any notice, demand, letter, claim, or request for information, and neither the Company nor any of its Subsidiaries is aware of any pending or threatened notice, demand, letter, claim, or request for information, alleging that the Company or any of its Subsidiaries may be in violation of, liable under, or have obligations under any Environmental Law; (v) Neither the Company nor any of its Subsidiaries is subject to any Orders or other arrangements with any Governmental Body or to any indemnity or other agreement with any third party relating to liability or obligation under any Environmental Law or relating to Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treatedSubstances; (vi) Neither the Company nor any of its Subsidiaries has generated, stored, treated, disposed of, released, transported or arranged for transportation of any Hazardous Substance in violation of any applicable Environmental Law from the Facilities, which violation remains outstanding; (vii) There are no sites or otherwise handled. Except locations at which either the Company or any of its Subsidiaries is currently undertaking any investigative, remedial, response or corrective action as set forth on Schedule 3.11 heretorequired by Environmental Laws or a Governmental Body; (viii) None of the Facilities are listed in the National Priorities List or any other list, schedule, log, inventory, or record maintained by any Governmental Body with respect to sites from which there is or has been a Release of any Hazardous Substance or any Contamination; (ix) There are currently no above-ground or underground storage tanks at the Facilities, nor have there been no “Releases” or, to above-ground or underground storage tanks at the Facilities; and (x) To the Knowledge of the CompanyCompany after conducting reasonable inquiry, threats there are no Liens against any of “Releases” (as defined in the Facilities arising under any Environmental LawsLaw. (b) at, from, As used in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.this Agreement:

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable Except as could not reasonably be expected to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Company Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedEffect, to the extent required by best of its knowledge (a) the Company is and has been in compliance with all Environmental Laws, all past and present sites owned and operated (b) there has been no release or to the Company’s knowledge threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, including medical or biological waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company where Hazardous WastesCompany, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against governmental authority in the Company United States and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state Company, except for the storage of hazardous waste in compliance with Environmental Laws and local statutes and regulationsdescribed in Schedule 2.21 of the Company Disclosure Schedule. The Company has no contingent liability in connection with made available to Parent true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes of this Section 2.21, “Environmental Laws” means any Release law, regulation, or other applicable requirement relating to (a) releases or threatened release of any Hazardous WasteSubstance, Hazardous Material (b) pollution or Hazardous Substance into protection of employee health or safety, public health or the environment, or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

Environmental and Safety Laws. The To the best of the Company's knowledge, the Company and each of its subsidiaries is not, and at no time has complied been, in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and no material expenditures are or will be required in order to comply with and is in material compliance with any such existing statute, law or regulation. As used herein, "Environmental Laws" means all applicable federal, statestate and local laws, local and foreign statutes (civil and criminal)rules, lawsregulations, codes, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generationcommon law governing, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of regulating or otherwise handled. Except as set forth on Schedule 3.11 heretoaffecting the environment, there have been no “Releases” orhealth or safety, to including the Knowledge of federal Clean Air Act, the Companyfederal Clean Water Act, threats of “Releases” (as defined in any Environmental Laws) atthe federal Resource Conservation and Recovery Act, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation federal Toxic Substances Control Act or (iv) comparable and their state and local statutes counterparts. The term "Hazardous Materials" means the existence in any form of polychlorinated biphenyls, asbestos or asbestos containing materials, urea formaldehyde foam insulation, oil, gasoline, petroleum, petroleum products and regulationspetroleum-derived substances (other than in vehicles operated in the ordinary course of business), pesticides and herbicides, and any other chemical, material or substance regulated under any Environmental Laws. The Company has operated all facilities and properties owned, leased or operated by it in material compliance with the Environmental Laws; and no contingent liability Hazardous Materials have been stored, used, disposed of, treated, released or discharged by the Company in connection with material violation of Environmental Laws. The Company has not received any Release notice from any governmental body claiming any material violation of any Hazardous WasteEnvironmental Law, or requiring any material work, repairs, construction, investigation, alterations, noise reduction, cleanup or installation, which has not been fully complied with; and the Company has not received any notice claiming that a release of Hazardous Material has occurred or Hazardous Substance into exists on, in or under any facility or property owned, leased or operated currently or in the environmentpast by the Company. The Company does not have in its possession any reports of environmental consultants relating to the properties of the Company.

Environmental and Safety Laws. The Company (a) Except as set forth on Schedule 5.11(a), to Indus' Knowledge the Leased Property, is in material compliance with all, and have no liability under any, applicable Environmental Laws or Laws relating to occupational health and safety. Indus has complied with been operated and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or Environmental Laws. Neither Indus nor any of its propertiesemployees, assetsagents, operations and businesses representatives or subcontractors have disturbed, moved, or adversely affected any Materials of Environmental Concern at any of the Leased Property. To Indus' Knowledge, there are no actions, activities, circumstances, conditions, events or incidents relating to the protection of Leased Property, including the environment (collectivelyrelease, “Environmental Laws”) includingemission, without limitationdischarge, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment presence or disposal of Hazardous Wastesany Materials of Environmental Concern on any Leased Property, Hazardous Materials and Hazardous Substances (as such terms are defined which could interfere with or prevent the continued operation of the Leased Property in any compliance in all material respects with all applicable Environmental LawLaws. (b) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto5.11(b), Indus has not done or failed to do anything that has caused or is reasonably likely to cause and, to Indus' Knowledge, there have been no “Releases” oris not currently, to and has not in the Knowledge past been, any release, emission, discharge, presence or disposal of any Materials of Environmental Concern into the Companyenvironment (including the air, threats of “Releases” (as defined in any Environmental Lawssurface and groundwater and surface and subsurface soils) at, fromon, into, under, or originating at the Leased Property in or on any property owned or operated by the Company except as permitted by violation of applicable Environmental Laws. There To Indus' Knowledge, except as set forth on Schedule 5.11(b), no Leased Property is no on-site or off-site has been the location of any hazardous waste treatment, storage or disposal facility, or any underground storage tank, or any facilities or equipment containing asbestos or polychlorinated biphenyls. No Lien has been imposed by any Governmental Authority or third party in connection with the presence of any Materials of Environmental Concern on any Leased Property. (c) Except as set forth on Schedule 5.11(c), Indus and, to which Indus Knowledge, its predecessors in interest have not (i) received any written communication from a Governmental Authority, citizens' group, director, officer or Employee of Indus or other Person, alleging that Indus has any liability under any Environmental Law or under common law with respect to pollution and/or protection of human health and/or the Company environment arising out of conditions relating to any Leased Property (including any release, emission, discharge, presence or disposal of any materials of Environmental Concern on any Leased Property); (ii) received any request for information, notice or administrative inquiry under any Environmental Law relating to any Leased Property; (iii) entered into or been subject to any consent decree, compliance order, or administrative order with respect to any Environmental Law arising out of conditions relating to any Leased Property (including any release, emission, discharge, presence or disposal of any Materials of Environmental Concern on any Leased Property). (d) Except as set forth on Schedule 5.11(d), Indus has transported or disposed of Hazardous Wastesnot conducted, Hazardous Materials and Hazardous Substances or arranged for the transportation conduct of an environmental audit, investigation or assessment of any of the facilities or operations on any Leased Property, and Indus has not received and has no knowledge of the results of any such audit, investigation or assessment performed by any other Person. (e) Except as set forth on Schedule 5.11(e), to Indus' Knowledge, there are not any past or present actions, activities, circumstances, conditions, events or incidents related to any Leased Property, including the release, emission, discharge, presence or disposal of Hazardous Wastesany Materials of Environmental Concern, Hazardous Materials and Hazardous Substances which is that could reasonably be expected to form the subject basis of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up costIndus. (f) Except as set forth on Schedule 5.11(f), remedial work, damage Indus has all material Licenses that it is required to natural resources or personal injury, including, but not limited to, any claim hold under (i) the Comprehensive applicable Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentLaws.

Environmental and Safety Laws. (a) The Company is and has complied with and is been in material compliance with all federalEnvironmental Laws; (b) there has been no release or threatened release of any pollutant, statecontaminant or toxic or hazardous material, local and foreign statutes (civil and criminal)substance or waste, laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or petroleum or any of its propertiesfraction thereof, assets, operations and businesses relating to the protection of the environment (collectively, each a “Environmental LawsHazardous Substance”) includingon, without limitationupon, Environmental Laws relating to airinto or from any site currently or heretofore owned, waterleased or otherwise used by the Company during any time that such site has been owned, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses affiliate or (ii) necessitate a material expenditure by or on behalf affiliated entity of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedand, to the extent required by all Environmental Lawsactual knowledge of the Company, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, at any other time; (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Body in the Company United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) 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 compliance with Environmental Laws. The Company has made available to the Purchaser true and complete copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes hereof, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal(a) Except as would not, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly individually or in the aggregate, does not have a Company Material Adverse Effect and would not except as set forth in Schedule 4.24: (i) the Company and the Operating Company are not in violation of any Environmental Laws, and no expenditures are or will be required in order to comply with any existing Environmental Law; (ii) no Materials of Environmental Concern are used or have a Material Adverse Effect on been used, treated, stored, or disposed of by the Company or the Operating Company, or, to the Company’s Knowledge, any of its businesses or (ii) necessitate a material expenditure by or other Person on behalf of the Company or the Operating Company, or on any property owned, leased or used by the Company or the Operating Company under circumstances that are reasonably likely to result in excess Liability of amounts already reserved for such purpose in the Company’s financial statements. The Company or the Operating Company under any applicable Environmental Law; (iii) neither the Company nor the Operating Company has obtained received any written notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation, and complied Liability Act or similar state statutes, concerning any release or threatened release of Materials of Environmental Concern at any location except, with all necessary permits and other approvals necessary respect to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedany such notification or request for information concerning any such release or threatened release, to the extent required by such matter has been resolved with all appropriate foreign, federal, state and local regulatory authorities or otherwise; (iv) neither the Company nor the Operating Company has received any written claim or complaint, or is subject to any Proceeding, relating to noncompliance with Environmental Laws or any other Liabilities pursuant to Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have no such matter has been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, threatened in writing to the Knowledge of the Company, threats ; and (v) there are and have been no releases or discharges of “Releases” (as defined in any Materials of Environmental Laws) Concern at, from, in on or on under any property owned owned, leased or operated used by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for Operating Company. (b) Notwithstanding any clean-up costother representations and warranties in this Agreement, remedial work, damage the representations and warranties in this Section 4.24 are the only representations and warranties in this Agreement with respect to natural resources Environmental Laws or personal injury, including, but not limited to, any claim under Materials of Environmental Concern. (ic) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release and the Operating Company have delivered to Parent true and complete copies and results of any Hazardous Wastereports, Hazardous Material studies, tests, or Hazardous Substance into assessments possessed by or readily available to the environmentCompany or the Operating Company pertaining to any property presently or previously owned, leased or used by the Company or Operating Company. (d) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Environmental and Safety Laws. The Company Each of the GMH Companies has complied with and obtained or is diligently pursuing obtaining all applicable environmental permits ("Environmental Permits") relating to 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 the ambient air, surface water, ground water, or land, or otherwise relating to the manufacturing, processing, distribution, use, treatment, storage, generation, disposal, transport or handling of pollutants, contaminants or hazardous or toxic materials or wastes, all of which are set forth in Section 3.20 to the Disclosure Schedule, and, except as specifically indicated on such Schedule, the transactions contemplated hereby will not alter or impair in any material respect any such Environmental Permits. Except as set forth in Section 3.20 to the Disclosure Schedule, each of the GMH Companies is in material compliance with all federalterms and conditions of such Environmental Permits and has complied in all material respects and is in compliance in all material respects with all other limitations, staterestrictions, local conditions, standards, prohibitions, requirements, obligation, schedules and foreign statutes (civil and criminal)timetables contained in such laws or contained in any regulation, lawscode, ordinancesplan, regulationsorder, rulesdecree, noticesjudgment, permitsnotice or demand letter issued, judgmentsentered promulgated or approved thereunder to the extent applicable. Except as disclosed in Section 3.20 to the Disclosure Schedule, orders and decrees applicable to it there is no action, suit or proceeding at law or in equity by any Person or any arbitration or any administrative or other proceeding by or before (or, to the knowledge of its propertiesthe GMH Companies, assetsany investigation by) any governmental or other instrumentality or agency, operations and businesses pending, or to knowledge of either of the GMH Companies, threatened against the GMH Companies or the Acquired Entities relating to environmental compliance or attempting to establish environmental liability. The GMH Companies have previously delivered to the protection Purchasers true and correct copies of all of the environment (collectivelyinformation set forth in Section 3.20 to the Disclosure Schedule. Except as set forth in Section 3.20 of the Disclosure Schedule, “Environmental Laws”) to the knowledge of the GMH Companies, there are no conditions, circumstances, activities, practices, incidents, actions or plans relating to any real property leased or owned by either of the GMH Companies, or the business of the GMH Companies or the Acquired Entities or sites used by the GMH Companies or the Acquired Entities for waste disposal or recycling which would be reasonably likely to interfere with or prevent compliance or continued compliance with or which are in non-compliance with any environmental laws or with any regulation, code, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which would reasonably be expected to give rise to any common law or other legal liability, including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim liability under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, as amendedamended ("CERCLA"), (ii) the Resource Conservation and Recovery Act, as amended (iii"RCRA"), or similar state, foreign or local laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, generation, transport or handling, or emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, chemical, or industrial, toxic or hazardous material, substance or waste. Without in any way limiting the foregoing, and except as set forth in Section 3.20 of the Disclosure Schedule, no release, emission or discharge into the environment of any hazardous substance (as that term is defined under CERCLA or any applicable state law) the Hazardous Materials Transportation Act has occurred or (iv) comparable state and local statutes and regulations. The Company has no contingent liability is currently occurring in connection with any Release the conduct of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentbusiness of the GMH Companies.

Environmental and Safety Laws. (a) The Company is and has complied with and is been in material compliance with all federalEnvironmental Laws; (b) there has been no release or threatened release of any pollutant, statecontaminant or toxic or hazardous material, local and foreign statutes (civil and criminal)substance or waste, laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or petroleum or any of its propertiesfraction thereof, assets(each a "Hazardous Substance") on, operations and businesses relating to upon, into or from any site currently or heretofore owned, leased or otherwise used by the protection of the environment (collectivelyCompany during any time that such site has been owned, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses Affiliate or (ii) necessitate a material expenditure by or on behalf affiliated entity of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedand, to the extent required by all Environmental Lawsactual knowledge of the Company, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, at any other time; (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action "superfund" site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Body in the Company United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls ("PCBs") or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) 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 compliance with Environmental Laws, in all cases, the result of which would be materially adverse to the Group Companies taken as a whole. The Company has made available to Acquiror true and complete copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes hereof, "Environmental Laws" means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalThere are no pending actions, statesuits or proceedings by or before any arbitrator or Governmental Authority pending, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectivelyCompany’s Knowledge, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on threatened against the Company or any of its businesses Subsidiaries under Environmental Law. The Company and its Subsidiaries (i) are and have been in compliance with Environmental Law in all material respects and have no knowledge or any material expenditure that will be required to maintain such compliance in the future; (ii) necessitate a material expenditure have not received any notice or claim alleging that they are not in full compliance with or otherwise have liability under Environmental Law; and (iii) have no knowledge of any facts or circumstances that could reasonably be expected to form the basis of any such claim. No Hazardous Materials are present or are used or have been used, stored, or released by or on behalf of the Company in excess of amounts already reserved for such purpose in or its Subsidiaries, or, to the Company’s financial statements. The Company has obtained and complied with all necessary permits and Knowledge, by any other approvals necessary to treatPerson, transportat any property currently or formerly owned, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and leased or operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, its Subsidiaries or disposed of at any other location by the Company or otherwise handledits Subsidiaries except (i) in compliance with Environmental Law; and (2) in quantities and under circumstances that would not require investigation or remediation by the Company or its Subsidiaries. Except as set forth on Schedule 3.11 hereto, there The Company and its Subsidiaries have been no “Releases” or, not assumed by contract or by operation of law the liabilities arising under Environmental Law of any other Person. The Company and its Subsidiaries have provided to the Knowledge Agent all material reports, audits and assessments in their possession or control regarding the environmental condition of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property currently or formerly owned or operated by the Company except or any Subsidiary. “Environmental Law” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, legally binding notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to pollution or the environment, preservation or reclamation of natural resources, the management, generation, use, handling, treatment, transportation, storage, disposal or release or threatened release of or exposure to Hazardous Materials, or occupational health and safety. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Hazardous Materials” means materials, wastes or pollutants listed or defined as permitted “hazardous materials”, “hazardous wastes”, ”toxic substances” or by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed words of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action similar import or any other investigation which could lead to any substance or waste otherwise regulated by applicable Environmental Claim against the Company Law, including nuclear materials and radioactive substances or the Buyer for any clean-up costwastes, remedial workpetroleum or petroleum distillates, damage to natural resources asbestos or personal injuryasbestos containing materials, includingpolychlorinated biphenyls, but not limited toradon gas, any claim under (i) the Comprehensive Environmental Responseinfectious or medical wastes, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmenttoxic mold.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalThere are no pending actions, statesuits or proceedings by or before any arbitrator or Governmental Authority pending, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection knowledge of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on Company threatened against the Company or any of its businesses Subsidiaries under Environmental Law. The Company and its Subsidiaries (i) are and have been in full compliance with Environmental Law and have no knowledge or any material expenditure that will be required to maintain such compliance in the future; (ii) necessitate a material expenditure have not received any notice or claim alleging that they are not in full compliance with or otherwise have liability under Environmental Law; and (iii) have not knowledge of any facts or circumstances that could reasonably be expected to form the basis of any such claim. No Hazardous Materials are present or are used or have been used, stored, or released by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and or its Subsidiaries, or to their knowledge by any other approvals necessary to treatPerson, transportat any property currently or formerly owned, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and leased or operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, its Subsidiaries or disposed of at any other location by the Company or otherwise handledits Subsidiaries except (i) in compliance with Environmental Law; and (2) in quantities and under circumstances that would not require investigation or remediation by the Company or its Subsidiaries. Except as set forth on Schedule 3.11 hereto, there The Company and its Subsidiaries have been no “Releases” or, not assumed by contract or by operation of law the liabilities arising under Environmental Law of any other Person. The Company and its Subsidiaries have provided to the Knowledge Agent all material report, audits and assessments in their possession or control regarding the environmental condition of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property currently or formerly owned or operated by the Company except or any Subsidiary. "ENVIRONMENTAL LAW" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to pollution or the environment , preservation or reclamation of natural resources, the management, generation, use, handling, treatment, transportation, storage, disposal or release or threatened release of or exposure to Hazardous Materials, or occupational health and safety. "GOVERNMENTAL AUTHORITY" means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "HAZARDOUS MATERIALS" means materials, wastes or pollutants listed or defined as permitted "hazardous substances", "hazardous wastes" ,"toxic substances" or by words of similar import or any other substance or waste otherwise regulated by applicable Environmental LawsLaw, including nuclear materials and radioactive substances or wastes, petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and toxic mold. There is no on-site "PERSON" means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any government (whether federal, state, local county, city, municipal or foreign enforcement action otherwise, including any instrumentality, division, agency, body or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up costdepartment thereof), remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation shall include such Person's successors and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentassigns.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalExcept as could not reasonably be expected to have, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly individually or in the aggregate, does not and would not (i) have a Material Adverse Effect on (a) the Business is in compliance with all Environmental Laws; (b) the Company has not had any release, or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in to the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treatknowledge, transportthreatened release of any pollutant, storecontaminant or toxic or hazardous material, dispose of and substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, or from any site currently or heretofore owned, leased or otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated used by the Company where Hazardous Wasteswith respect to the Business which requires investigation, Hazardous Materials remediation or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, other response action by the Company under applicable Environmental Laws; and (c) to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated there have been no Hazardous Substances generated by the Company except as permitted with respect to the Business that have been disposed of or come to be located 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 or any proposed list of sites or any site which could reasonably be expected to result in liability to the Company, nor has the Company received any request for information request for information, demand or claim from a Governmental Authority or third party with respect to any such disposal or other disposition of such Hazardous Substances with respect to the Business. The Company has made available to the Parent true and complete copies of all material environmental, reports, permits, pending permit applications, engineering studies, and environmental studies or assessments in its possession with respect to the Business. For purposes of this Section 3.1(n), “Environmental Laws. There is no on-site ” means any law, regulation, or off-site location other applicable requirement relating to which the Company has transported (a) releases or disposed threatened release of Hazardous WastesSubstances; (b) pollution or protection of employee health or safety, Hazardous Materials and Hazardous Substances public health or arranged for the transportation environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous WastesSubstances; including any permit, Hazardous Materials and Hazardous Substances which is license or registration applicable thereto in effect as of the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsdate hereof. The Company has no contingent liability representations contained in connection this section shall be the exclusive representations and warranties with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentrespect to environmental and safety matters.

Environmental and Safety Laws. The (a) All material licenses or permits which are required under Environmental Laws (as defined below) (each an "ENVIRONMENTAL PERMIT") for the conduct of the business of the Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any Subsidiary or the operation of its propertiesany property owned, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on occupied by the Company or any of its businesses Subsidiaries which are required to be obtained or (ii) necessitate a material expenditure applied for by or on behalf of the Company or any of its Subsidiaries have been so obtained or applied for. (b) Neither the Company nor any Subsidiary has failed to comply in excess any material respect with any Environmental Laws or any Environmental Permit and neither the Company nor any Subsidiary has been notified by any governmental authority of amounts already reserved for any such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportednon-compliance and, to the extent required by all Company's knowledge, no Environmental LawsPermit will be modified, all suspended, canceled or revoked or cannot be renewed in the ordinary course of business. (c) To the Company's knowledge, no Hazardous Substance (as defined below) is currently or has been in the past and present sites generated, stored, handled, treated, transported to or from or disposed of on any property currently or formerly owned and operated by the Company where Hazardous Wastesor any of its Subsidiaries, Hazardous Materials or operated or leased by the Company or any of its Subsidiaries. To the Company's knowledge, neither the Company nor any Subsidiary has generated, disposed of, transported or arranged for the transportation (directly or indirectly) of any Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” to any location that is listed or, to the Knowledge knowledge of the Company, threats of “Releases” proposed for listing on the National Properties List or the CERCLA Information System under CERCLA, or under any similar state, local or foreign list, or where there has been a Release (as defined below) or suspected Release of a Hazardous Substance. Neither the Company nor any Subsidiary has generated or disposed of any Hazardous Substance in a manner which could reasonably be expected to give rise to a material liability under any Environmental LawsLaw. (d) atNeither the Company nor any Subsidiary has received any written notice from any person or entity advising it that it is responsible for or potentially responsible for cleanup or remediation of any Hazardous Substances. No capital expenditure is planned or required in respect of the assets of the Company or any of its Subsidiaries pursuant to or to comply with any Environmental Law, fromnor has the Company or any of its Subsidiaries received any written notice of any such requirement. (e) There is no claim pending or, in to the best knowledge of the Company, threatened against the Company or on any of its Subsidiaries or pending or, to the knowledge of the Company, threatened against any other person or entity whose liability for any environmental claim the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law under any Environmental Law. To the Company's knowledge, no real property currently or formerly owned by the Company or any of its Subsidiaries, or operated or leased by the Company or any of its Subsidiaries (during the period of such operation or lease) has been impacted by any Release or threatened Release of any Hazardous Substance. (f) Each of the Company and its Subsidiaries has delivered or otherwise made available for inspection to the Purchaser true, accurate and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by the Company or any of its Subsidiaries pertaining to Hazardous Substances in, on, beneath or adjacent to any property owned or regarding compliance by the Company or any of its Subsidiaries with applicable Environmental Laws. (g) To the Company's knowledge, there are no underground or above-ground storage tanks (whether or not currently in use) located on or under any real property currently owned, leased or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which any of its Subsidiaries. (h) For purposes of this Agreement, the Company has transported or disposed of Hazardous Wastesterm (i) "ENVIRONMENTAL LAWS" shall mean all federal, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federalforeign, state, local or foreign enforcement action municipal environmental, health or any other investigation which could lead to any Environmental Claim against the Company safety-related laws, regulations, by-laws, rules, ordinances, judicial or the Buyer for any clean-up costadministrative decrees or decisions, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.orders or

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (Except as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) reasonably be expected to have a Material Adverse Effect on Effect, the Company is and has been in compliance with all Environmental Laws. To the Company’s Knowledge, there has been no release or threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company. The Company has not received any written notice of any claim, allegation, investigation, judicial or administrative action or proceeding, and to the Company’s Knowledge, none are threatened or pending, in which it is alleged that the Company has failed to comply with or is subject to liability under Environmental Laws, and, to the Company’s Knowledge, the Company is not subject to any outstanding Order or agreement issued by a Governmental Body under any Environmental Laws. To the Company’s knowledge, (a) there have been no Hazardous Substances generated or otherwise used by the Company that have 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 Body in the United States; (b) no facts, circumstances or conditions exist with respect to the Company or any of its businesses property currently or (ii) necessitate a material expenditure by formerly owned, operated, leased, or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated used by the Company where Hazardous Wastesthat could reasonably be expected to result in the Company incurring unbudgeted material liability; and (c) there are no underground storage tanks located on, Hazardous Materials no polychlorinated biphenyls (“PCBs”) or Hazardous Substances have been treatedPCB-containing equipment used or stored on, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been and no “Releases” or, to the Knowledge of the Company, threats of “Releases” (hazardous waste as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability Company, except for the storage of hazardous waste in connection compliance with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentEnvironmental Laws.