Common use of Environmental and Safety Requirements Clause in Contracts

Environmental and Safety Requirements. Without modifying or limiting in any fashion any other indemnity provided for in this Agreement, the Borrower shall, and shall cause each Subsidiary to, defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or disease, or damage or destruction to property of others or damage or destruction to natural resources, whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to (i) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any of the Schedules attached hereto, or in any of the certificates furnished by the Borrower pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) the San Xxxxxxx Valley Site Liabilities; (iii) any Hazardous Substances in, on, under, from or at any property or facility owned or operated, or previously owned or operated, by the Borrower and its Subsidiaries; (iv) any past, present or future violation of any Environmental and Safety Requirements for any property or facility owned or operated, or previously owned or operated, by the Borrower and its Subsidiaries; (v) any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Environmental and Safety Requirement or by or before any governmental or quasi-governmental agency in connection with any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities pursuant to Environmental and Safety Requirements; (vii) any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental and Safety Requirement with regard to any Hazardous Substance in, on, under, from or at any property or facility owned or operated, or previously owned or operated, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except to the extent that any of the foregoing arise from or are caused by the gross negligence or willful misconduct of any Environmental Indemnitee. This indemnity shall continue in full force and effect and survive the termination of this Agreement, expiration of the Letters of Credit and the payment of the Notes and all other amounts payable hereunder.

Environmental and Safety Requirements. Without modifying or limiting in any fashion any other indemnity provided for in this Agreement, the Borrower shall(a) Seller, and shall cause each Subsidiary toof its respective predecessors and affiliates, defendhas complied with and is in compliance with all Environmental, indemnify Health and hold harmless Safety Requirements. Without limiting the Agent generality of the foregoing, Seller, and each of its respective predecessors and Affiliates, has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the occupation of its facilities and the Lendersoperation of its business. (b) Neither Seller, nor any of its respective predecessors or affiliates, has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or diseaseSafety Requirements, or damage any liabilities or destruction to property of others or damage or destruction to natural resources, potential liabilities (whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent whether asserted or otherwiseunasserted, arising out ofwhether absolute or contingent, whether accrued or in unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any way investigatory, remedial or corrective obligations, relating to (i) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any of the Schedules attached heretothem or their facilities arising under Environmental, or in any Health and Safety Requirements. (c) None of the certificates furnished by the Borrower pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) the San Xxxxxxx Valley Site Liabilities; (iii) any Hazardous Substances in, on, under, from or following exists at any property or facility owned or operatedoperated by Seller, or previously owned its respective predecessors or operatedaffiliates: (i) underground storage tanks, by the Borrower and its Subsidiaries; (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. (d) Neither Seller, nor any pastof its respective predecessors or Affiliates, present has treated, stored, disposed of, arranged for or future violation of permitted the disposal of, transported, handled, or released any Environmental and Safety Requirements for substance, including, without limitation, any hazardous substance, or owned or operated any property or facility owned (and no such property or operatedfacility is contaminated by any such substance), in a manner that has given or would give rise to obligations or liabilities, including, without limitation, any obligation or liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or previously owned or operatedany other Environmental, by the Borrower and its Subsidiaries; (v) any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Environmental and Safety Requirement or by or before any governmental or quasi-governmental agency in connection with any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities pursuant to Environmental Health and Safety Requirements; . (viie) Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental and Safety Requirement with regard to any Hazardous Substance in, on, under, from obligations for site investigation or at any property or facility owned or operatedcleanup, or previously owned notification to or operatedconsent of government agencies or third parties, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except pursuant to the extent that any of the foregoing arise from so-called “transaction-triggered” or are caused “responsible property transfer” Environmental, Health and Safety Requirements. (f) Neither Seller, nor any of its respective predecessors or Affiliates, has, either expressly or by the gross negligence operation of law, assumed or willful misconduct undertaken any obligation or liability, including, without limitation, any obligation or liability for corrective or remedial action, of any Environmental Indemnitee. This indemnity shall continue in full force other Person relating to Environmental, Health and effect Safety Requirements. (g) No facts, events or conditions relating to the past or present facilities, properties or operations of Seller or any of its respective predecessors or affiliates will prevent, hinder or limit continued compliance with Environmental, Health and survive the termination Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health and Safety Requirements, or give rise to any other obligations or liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) pursuant to Environmental, Health and Safety Requirements, including, without limitation, any obligations or liabilities relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. (h) For purposes of this Agreement, expiration of the Letters of Credit and the payment of the Notes and all other amounts payable hereunder.“

Environmental and Safety Requirements. Without modifying or limiting (a) Each of the Sellers and their predecessors has complied with and is in any fashion any other indemnity provided for in this Agreementcompliance with all Environmental, Health and Safety Requirements, as they relate to the Borrower shallBusiness. (b) Each of the Seller and their predecessors has obtained and complied with, and shall cause each Subsidiary tois in compliance with, defendall permits, indemnify licenses and hold harmless other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the Agent occupation of the Company’s facilities and the Lendersoperation of the Business. (c) Neither the Sellers nor any of their predecessors have received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or diseaseSafety Requirements, or damage any liabilities or destruction to property of others or damage or destruction to natural resources, potential liabilities (whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent whether asserted or otherwiseunasserted, arising out ofwhether absolute or contingent, whether accrued or in unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any way investigatory, remedial or corrective obligations, relating to the Company’s facilities arising under Environmental, Health and Safety Requirements. (id) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any None of the Schedules attached hereto, or in any of the certificates furnished by the Borrower pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) the San Xxxxxxx Valley Site Liabilities; (iii) any Hazardous Substances in, on, under, from or following exists at any property or facility owned or operatedoperated by the Company or its predecessors: (i) underground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or previously owned or operated, by the Borrower and its Subsidiaries; (iv) 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 pastsubstance, present including, without limitation, any hazardous substance, or future violation of any Environmental and Safety Requirements for owned or operated any property or facility owned (and no such property or operatedfacility is contaminated by any such substance), in a manner that has given or would give rise to obligations or liabilities, including, without limitation, any obligation or liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or previously owned or operatedany other Environmental, by the Borrower and its Subsidiaries; (v) any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Environmental and Safety Requirement or by or before any governmental or quasi-governmental agency in connection with any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities pursuant to Environmental Health and Safety Requirements; . (viif) Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental and Safety Requirement with regard to any Hazardous Substance in, on, under, from obligations for site investigation or at any property or facility owned or operatedcleanup, or previously owned notification to or operatedconsent of government agencies or third parties, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except pursuant to the extent that any of the foregoing arise from so called “transaction triggered” or are caused “responsible property transfer” Environmental, Health and Safety Requirements. (g) The Company and its predecessors have not, either expressly or by the gross negligence operation of law, assumed or willful misconduct undertaken any obligation or liability, including any obligation or liability for corrective or remedial action, of any Environmental Indemnitee. This indemnity shall continue in full force other Person relating to Environmental, Health and effect and survive Safety Requirements. (h) No facts, events or conditions relating to the termination of this Agreementpresent facilities, expiration properties or Business of the Letters Company will prevent, hinder or limit continued compliance with Environmental, Health and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health and Safety Requirements, or give rise to any other obligations or liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) pursuant to Environmental, Health and Safety Requirements, including, without limitation, any obligations or liabilities relating to onsite or offsite releases or threatened releases of Credit and the payment of the Notes and all other amounts payable hereunderhazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental and Safety Requirements. Except as disclosed on ------------------------------------- the "Environmental and Safety Schedule" attached hereto: --------------------------------- (a) The Company and each of its Affiliates has complied with and is in compliance with, in all material respects, all Environmental, Health and Safety Requirements. Without modifying or limiting in any fashion any other indemnity provided for in this Agreementthe generality of the foregoing, the Borrower shallCompany and each of its Affiliates has obtained and complied with, and shall cause each Subsidiary tois in compliance with, defendin all material respects, indemnify all permits, licenses and hold harmless other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the Agent occupation of its facilities located on the Real Estate (the "Facilities") and the Lendersoperation of its business. ---------- (b) Neither the Company nor any of its Affiliates has received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or diseaseSafety Requirements, or damage any liabilities or destruction to property of others or damage or destruction to natural resources, potential liabilities (whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent whether asserted or otherwiseunasserted, arising out ofwhether absolute or contingent, whether accrued or in unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any way investigatory, remedial or corrective obligations, relating to any of them or the Facilities arising under Environmental, Health and Safety Requirements. (c) None of the following exists at the Facilities: (i) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any of the Schedules attached heretounderground storage tanks, or in any of the certificates furnished by the Borrower pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) asbestos-containing material in any friable or damaged form or condition which requires remediation or other protective action to reasonably protect occupants of the San Xxxxxxx Valley Site Liabilities; Facility, or (iii) landfills, surface impoundments, or disposal areas. (d) Neither the Company nor any Hazardous Substances inof its Affiliates has treated, onstored, underdisposed of, from arranged for or at permitted the disposal of, transported, handled, or released any substance, including, without limitation, any hazardous substance, or owned or operated any property or facility (and no such property or facility owned or operatedoperated by the Company or any such Affiliate is contaminated by any such substance), in a manner that has given or would reasonably be expected to give rise to material or potentially material obligations or liabilities, including, without limitation, any obligation or liability for response costs, corrective action costs, personal injury, property damage or natural resources damages pursuant to any applicable Environmental, Health and Safety Requirements. (e) To the Knowledge of Seller and Parent, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or previously owned notification to or operatedconsent of government agencies or third parties, by pursuant to any Environmental, Health and Safety Requirements. (f) Neither the Borrower and Company nor any of its Subsidiaries; (iv) any pastAffiliates has knowingly assumed or, present or future violation of any Environmental pursuant to Environmental, Health and Safety Requirements is knowingly required to undertake, any obligation or liability, including, without limitation, any obligation or liability for corrective or remedial action, of any property or facility owned or operatedother Person relating to Environmental, or previously owned or operated, by the Borrower and its Subsidiaries; (v) any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Environmental and Safety Requirement or by or before any governmental or quasi-governmental agency in connection with any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities pursuant to Environmental Health and Safety Requirements; . (viig) any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental and Safety Requirement with regard to any Hazardous Substance in, on, under, from or at any property or facility owned or operated, or previously owned or operated, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except to the extent that any of the foregoing arise from or are caused by the gross negligence or willful misconduct of any Environmental Indemnitee. This indemnity shall continue in full force and effect and survive the termination For purposes of this Agreement, expiration "Environmental, Health and Safety -------------------------------- Requirements" shall mean all applicable federal, state, local and foreign ------------ statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the Letters environment, each as amended and now in effect, including, without limitation, all 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 Credit and the payment of the Notes and all other amounts payable hereunderany hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation.

Environmental and Safety Requirements. Without modifying or limiting Except as set forth and ------------------------------------- described with particularity on the attached "Environmental Schedule": ---------------------- (a) Seller has complied and is in compliance in all material respects with any fashion any other indemnity provided for in this Agreement, the Borrower shallapplicable Environmental and Safety Requirements; (b) Seller has obtained and complied with, and shall cause each Subsidiary tois in compliance in all material respects with, defendall permits, indemnify licenses and hold harmless other authorizations that may be required pursuant to Environmental and Safety Requirements for the Agent occupation of the Facility and the Lenders, and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or disease, or damage or destruction to property of others or damage or destruction to natural resources, whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to (i) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any operation of the Schedules attached heretoBusiness which such permits, or in any licenses and authorizations may be relied upon by Buyer for the lawful operation of the certificates furnished by Business and the Borrower pursuant to this AgreementFacility on and after the Closing without transfer, reissuance or other governmental action; (c) Seller has not received any written notice, report or other written information regarding any actual or alleged violation of Environmental and Safety Requirements, or any representation liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Business or the Real Property and warranty made by arising under Environmental and Safety Requirements; (d) none of the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) the San Xxxxxxx Valley Site Liabilities; (iii) any Hazardous Substances in, on, under, from or following exists at any property or facility owned or operated, or previously owned or operated, operated by the Borrower and its Subsidiaries; Seller in connection with the Business (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls or (iv) landfills, surface impoundments, or disposal areas; (e) Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any pastsubstance, present including without limitation any hazardous substance, or future violation of any Environmental and Safety Requirements for owned or operated any property or facility owned (and no such property or operatedfacility is contaminated by any such substance) in a manner that has given or would give rise to material liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or previously owned any investigative, corrective or operatedremedial obligations, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the ------ Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental and ---- Safety Requirements; (f) no facts, events or conditions relating to the past or present facilities, properties or operations of Seller or the Business will materially prevent, hinder or limit continued compliance by the Borrower and its Subsidiaries; (v) any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Business with Environmental and Safety Requirement Requirements, give rise to any material investigatory, remedial or by or before any governmental or quasi-governmental agency in connection with any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities corrective obligations pursuant to Environmental and Safety Requirements; , or give rise to any other material liabilities (viiwhether accrued, absolute, contingent, unliquidated or otherwise) any notice that any Environmental Indemnitee is a potentially responsible party under any pursuant to Environmental and Safety Requirement with regard 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; (g) neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any Hazardous Substance in, on, under, from obligations for site investigation or at any property or facility owned or operatedcleanup, or previously owned notification to or operatedconsent of government agencies or third parties, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except pursuant to the extent that any of the foregoing arise from so-called "transaction-triggered" or are caused by the gross negligence "responsible property transfer" Environmental and Safety Requirements; and (h) Seller has not expressly assumed or willful misconduct undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other person relating to Environmental Indemnitee. This indemnity shall continue in full force and effect and survive the termination of this Agreement, expiration of the Letters of Credit and the payment of the Notes and all other amounts payable hereunderSafety Requirements.

Environmental and Safety Requirements. Without modifying or limiting (a) Each of the Sellers, their predecessors and Affiliates has complied with and is in any fashion any other indemnity provided for in this Agreementcompliance with all Environmental, Health and Safety Requirements. (b) Each of the Borrower shallSellers, their predecessors and Affiliates has obtained and complied with, and shall cause each Subsidiary tois in compliance with, defendall permits, indemnify licenses and hold harmless other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the Agent occupation of its facilities and the Lendersoperation of its business. (c) Neither the Sellers nor any of their predecessors or Affiliates have received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or diseaseSafety Requirements, or damage any liabilities or destruction to property of others or damage or destruction to natural resources, potential liabilities (whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent whether asserted or otherwiseunasserted, arising out ofwhether absolute or contingent, whether accrued or in unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any way investigatory, remedial or corrective obligations, relating to (i) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any of the Schedules attached heretothem or their facilities arising under Environmental, or in any Health and Safety Requirements. (d) None of the certificates furnished by the Borrower pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) the San Xxxxxxx Valley Site Liabilities; (iii) any Hazardous Substances in, on, under, from or following exists at any property or facility owned or operatedoperated by the Sellers or their predecessors or Affiliates: (i) underground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or previously owned or operated, by the Borrower and its Subsidiaries; (iv) landfills, surface impoundments, or disposal areas. (e) Neither the Sellers nor any pastof their predecessors or Affiliates has treated, present stored, disposed of, arranged for or future violation of permitted the disposal of, transported, handled, or released any Environmental and Safety Requirements for substance, including, without limitation, any hazardous substance, or owned or operated any property or facility owned (and no such property or operatedfacility is contaminated by any such substance), in a manner that has given or would give rise to obligations or liabilities, including, without limitation, any obligation or liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or previously owned or operatedany other Environmental, by the Borrower and its Subsidiaries; (v) any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Environmental and Safety Requirement or by or before any governmental or quasi-governmental agency in connection with any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities pursuant to Environmental Health and Safety Requirements; . (viif) Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental and Safety Requirement with regard to any Hazardous Substance in, on, under, from obligations for site investigation or at any property or facility owned or operatedcleanup, or previously owned notification to or operatedconsent of government agencies or third parties, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except pursuant to the extent that any of the foregoing arise from so called “transaction triggered” or are caused “responsible property transfer” Environmental, Health and Safety Requirements. (g) Neither the Sellers nor any of their predecessors or Affiliates has, either expressly or by the gross negligence operation of law, assumed or willful misconduct undertaken any obligation or liability, including any obligation or liability for corrective or remedial action, of any Environmental Indemnitee. This indemnity shall continue in full force other Person relating to Environmental, Health and effect and survive Safety Requirements. (h) No facts, events or conditions relating to the termination of this Agreementpast or present facilities, expiration properties or Business of the Letters Sellers or any of Credit their predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health and the payment Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health and Safety Requirements, or give rise to any other obligations or liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) pursuant to Environmental, Health and Safety Requirements, including, without limitation, any obligations or liabilities relating to onsite or offsite releases or threatened releases of the Notes and all other amounts payable hereunderhazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental and Safety Requirements. Without modifying or limiting Except as set forth in any fashion any other indemnity provided for Section 3.18 of the Company Disclosure Schedule: (a) Company and AVP Subsidiaries have at all times complied and are in this Agreement, the Borrower shall, compliance with all Environmental and shall cause each Subsidiary to, defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns Safety Requirements (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or disease, or damage or destruction to property of others or damage or destruction to natural resources, whether foreseeable or unforeseeableas defined in Section 3.18(e)), costswhich compliance has included obtaining and complying at all times with all permits, penalties, fines, settlements, costs licenses and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to (i) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any of the Schedules attached hereto, or in any of the certificates furnished by the Borrower other authorizations required pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) the San Xxxxxxx Valley Site Liabilities; (iii) any Hazardous Substances in, on, under, from or at any property or facility owned or operated, or previously owned or operated, by the Borrower and its Subsidiaries; (iv) any past, present or future violation of any Environmental and Safety Requirements for the occupation of Company’s or AVP Subsidiaries’ properties or facilities and the operation of its business. (b) Neither Company nor any AVP Subsidiary has received any written, or oral notice, report or other information regarding any actual or alleged violation of Environmental and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, with respect to past or current operations of the business, or its past or current real properties or facilities and arising under Environmental and Safety Requirements. (c) Neither Company nor any AVP Subsidiary, nor any predecessor or Affiliate of Company or any AVP Subsidiary, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released, or exposed any Person to, any substance, including without limitation any Hazardous Substance, or owned or operated its business or any property or facility owned (and no such property or operatedfacility is contaminated by any such substance) so as to give rise to any liabilities (contingent or otherwise), including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or previously owned any investigative, corrective or operatedremedial obligations, by pursuant to the Borrower Comprehensive Environmental Response, Compensation and its Subsidiaries; Liability Act of 1980, as amended (v“CERCLA”) or any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Environmental and Safety Requirement Requirements. (d) Neither Company nor any AVP Subsidiary have, either expressly or by operation of law, assumed or before undertaken any governmental liability, including without limitation any obligation for corrective or quasi-governmental agency in connection with remedial action, of any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities pursuant other Person relating to Environmental and Safety Requirements; . (viie) any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental Company and Safety Requirement with regard AVP Subsidiaries have furnished to any Hazardous Substance inAcquisition Corp. and Parent all environmental audits, on, under, from or at any property or facility owned or operated, or previously owned or operated, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, reports and other response costsenvironmental documents relating to Company or any AVP Subsidiary or its or their current operations, except properties or facilities (and any past operations, properties or facilities with respect to the extent that any of the foregoing arise from which environmental matters remain unresolved ) which are in their possession or are caused by the gross negligence under its or willful misconduct of any Environmental Indemnitee. This indemnity shall continue in full force and effect and survive the termination of this Agreement, expiration of the Letters of Credit and the payment of the Notes and all other amounts payable hereundertheir reasonable control.

Environmental and Safety Requirements. Except as disclosed on the “Environmental and Safety Schedule” attached hereto: (a) The Company and each of its Affiliates has complied with and is in compliance with, in all material respects, all Environmental, Health and Safety Requirements. Without modifying or limiting in any fashion any other indemnity provided for in this Agreementthe generality of the foregoing, the Borrower shallCompany and each of its Affiliates has obtained and complied with, and shall cause each Subsidiary tois in compliance with, defendin all material respects, indemnify all permits, licenses and hold harmless other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the Agent occupation of its facilities located on the Real Estate (the “Facilities”) and the Lendersoperation of its business. (b) Neither the Company nor any of its Affiliates has received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or diseaseSafety Requirements, or damage any liabilities or destruction to property of others or damage or destruction to natural resources, potential liabilities (whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent whether asserted or otherwiseunasserted, arising out ofwhether absolute or contingent, whether accrued or in unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any way investigatory, remedial or corrective obligations, relating to any of them or the Facilities arising under Environmental, Health and Safety Requirements. (c) None of the following exists at the Facilities: (i) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any of the Schedules attached heretounderground storage tanks, or in any of the certificates furnished by the Borrower pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) asbestos-containing material in any friable or damaged form or condition which requires remediation or other protective action to reasonably protect occupants of the San Xxxxxxx Valley Site Liabilities; Facility, or (iii) landfills, surface impoundments, or disposal areas. (d) Neither the Company nor any Hazardous Substances inof its Affiliates has treated, onstored, underdisposed of, from arranged for or at permitted the disposal of, transported, handled, or released any substance, including, without limitation, any hazardous substance, or owned or operated any property or facility (and no such property or facility owned or operatedoperated by the Company or any such Affiliate is contaminated by any such substance), in a manner that has given or would reasonably be expected to give rise to material or potentially material obligations or liabilities, including, without limitation, any obligation or liability for response costs, corrective action costs, personal injury, property damage or natural resources damages pursuant to any applicable Environmental, Health and Safety Requirements. (e) To the Knowledge of Seller and Parent, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or previously owned notification to or operatedconsent of government agencies or third parties, by pursuant to any Environmental, Health and Safety Requirements. (f) Neither the Borrower and Company nor any of its Subsidiaries; (iv) any pastAffiliates has knowingly assumed or, present or future violation of any Environmental pursuant to Environmental, Health and Safety Requirements is knowingly required to undertake, any obligation or liability, including, without limitation, any obligation or liability for corrective or remedial action, of any property or facility owned or operatedother Person relating to Environmental, or previously owned or operated, by the Borrower and its Subsidiaries; (v) any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Environmental and Safety Requirement or by or before any governmental or quasi-governmental agency in connection with any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities pursuant to Environmental Health and Safety Requirements; . (viig) any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental and Safety Requirement with regard to any Hazardous Substance in, on, under, from or at any property or facility owned or operated, or previously owned or operated, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except to the extent that any of the foregoing arise from or are caused by the gross negligence or willful misconduct of any Environmental Indemnitee. This indemnity shall continue in full force and effect and survive the termination For purposes of this Agreement, expiration “Environmental, Health and Safety Requirements” shall mean all applicable federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the Letters environment, each as amended and now in effect, including, without limitation, all 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 Credit and the payment of the Notes and all other amounts payable hereunderany hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation.

Environmental and Safety Requirements. Without modifying or limiting in any fashion any other indemnity provided for in this Agreement, the Borrower shall, and shall cause each Subsidiary to, defend, indemnify and hold harmless the Agent Except as set forth on Schedule 3.18: (a) The Seller and the Lenders, and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages operation of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or disease, or damage or destruction to property of others or damage or destruction to natural resources, whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the Business (i) any breach by are and have been for the Borrower of any representation or warranty made by the Borrower past five (5) years in this Agreement or any of the Schedules attached hereto, or compliance with all applicable Environmental and Safety Requirements in any of the certificates furnished by the Borrower pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreementall material respects; (ii) possess all required permits, licenses, certifications and approvals relating to each of the San Xxxxxxx Valley Site Liabilitiesproperties at which the Seller currently conducts the Business, and (iii) possessed all required permits, licenses, certifications and approvals relating to each of the properties at which either of them has in the past conducted business during the time period that they conducted business at such properties, including, but not limited to, properties formerly owned, operated or leased by the Seller or the Business (“Business Property”) and (iv) have maintained continued compliance with all requirements or conditions imposed under their permits, licenses, certifications and approvals, in all material respects and have filed all related notices or applications. For purposes of this Section 3.18, “Seller” shall mean the Seller and any corporate predecessors of the Seller and any businesses, operations, facilities and properties acquired or operated by the Seller in the course of operating, or pertaining to the operation of, the Business. (b) (i) No Hazardous Materials that may result in liability to the Seller or the Business are present on, in or under any Seller Property; (ii) no Hazardous Materials are or have been generated, transported, treated, stored, disposed of or otherwise handled by the Seller, the Business or third parties arranged by any of them, in connection with the operations of the Seller or the Business, at any Seller Property, or any other site, location or facility or at any geologically or hydrologically adjoining property, including any Hazardous Materials contained in barrels, above ground storage tanks (“ASTs”) or underground storage tanks (“USTs”), landfills, land deposits, dumps, equipment (whether moveable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part of the Seller Property or such adjoining property, or incorporated into any structure therein or thereon in a manner that may result in environmental liability to the Seller or the Business; (iii) any Hazardous Substances in, on, under, from or at any property or facility owned or operatedall USTs and ASTs that are, or previously owned or operatedto the Knowledge of the Seller, by have been, located at the Borrower Seller Property, are identified on Schedule 3.18(b), and its Subsidiariesare and have been maintained, monitored and upgraded in material compliance with all applicable Environmental and Safety Requirements; and (iv) no release, spill or discharge of any pastHazardous Material which may result in liability to the Seller or the Business has occurred on, present in or future under any Seller Property. (c) Neither the Seller, nor any other Person for whose conduct the Seller is or may be held to be responsible has, to the Knowledge of the Seller, been subject to or involved in any claim or Proceeding, or received any notice or claim of any actual or potential violation or failure to comply with any Environmental and Safety Requirement pertaining to the Seller or the Business, or of any actual or, to the Knowledge of the Seller, threatened obligation to undertake or bear the cost of any Environmental and Safety Requirements for Requirement with respect to any of Seller Property, or with respect to any property or facility owned at or operatedto which Hazardous Materials were generated, manufactured, refined, transferred, imported, used, or previously owned or operated, processed by the Borrower and its Subsidiaries; Seller, the Business, or any other Person for whose conduct the Seller or the Business is or may be held responsible, or from which Hazardous Materials pertaining to the Seller or the Business have been transported, treated, stored, handled, transferred, disposed, recycled, or received. (vd) No facts, events or conditions with respect to the past or present operations or facilities of the Seller or the Purchased Assets exist which could interfere with or prevent continued compliance with, or would give rise to any investigationcommon law or statutory liability, inquiry, order (whether voluntary or involuntary), hearing, action otherwise form the basis of any Proceeding against or other proceeding involving the Purchased Assets or the Seller under any Environmental and Safety Requirement based on any such fact, event or circumstance, including liability for cleanup costs, personal injury or property damage with respect to the Leased Real Property. (e) Schedule 3.18(e) sets forth the name and principal place of business of every offsite waste disposal, treatment, storage, disposal, recycling or reconditioning enterprise, and each of the haulers, transporters or cartage enterprises engaged now or in the preceding ten (10) years by the Seller to dispose or before otherwise handle Hazardous Materials at any governmental offsite waste disposal location on behalf of the Seller or quasi-governmental agency the Business, and (ii) the address of any property that has, at any time in connection the past, been owned, operated or leased by the Seller or the Business. (f) The Seller has provided the Buyer with access to true and complete copies and results of any reports, studies, analyses, tests, Baseline Environmental Assessments, correspondence with any actual Governmental Body, or alleged Hazardous Substance Activity; (vi) monitoring possessed or initiated by the Seller or the Business, or within the possession or control of any orders, requirements or demands of Governmental Authorities pursuant them pertaining to Environmental and Safety Requirements; (vii) any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental and Safety Requirement with regard to any Requirements or Hazardous Substance Materials in, on, under, from or at any property or facility owned or operatedunder the Seller Property, or previously owned or operated, concerning compliance by the Borrower Seller or any other Person for whose conduct the Seller is responsible, with Environmental and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except Safety Requirements pertaining to the extent that any of Seller, the foregoing arise from Seller Properties or are caused by the gross negligence or willful misconduct of any Environmental Indemnitee. This indemnity shall continue in full force and effect and survive the termination of this Agreement, expiration of the Letters of Credit and the payment of the Notes and all other amounts payable hereunderBusiness.

Environmental and Safety Requirements. Without modifying or limiting (a) Each of the Company, its predecessors and Affiliates has complied with and is in any fashion any other indemnity provided for in this Agreementcompliance with all Environmental, Health and Safety Requirements. (b) Each of the Borrower shallCompany, its predecessors and affiliates has obtained and complied with, and shall cause each Subsidiary tois in compliance with, defendall permits, indemnify licenses and hold harmless other authoriza­tions that are required pursuant to Environmental, Health and Safety Requirements for the Agent occupation of its facilities and the Lendersoperation of its business. (c) Neither the Company nor any of its predecessors or Affiliates have received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health and their respective employees, agents, officers and directors, shareholders, attorneys, successors and assigns (collectively, “Environmental Indemnitees”) from and against any and all claims, demands, judgments, fines, encumbrances, liens, liabilities, losses, damages of any type (including all consequential damages, all stigma damages and all damages for personal injury, including death or diseaseSafety Requirements, or damage any liabilities or destruction to property of others or damage or destruction to natural resources, potential liabilities (whether foreseeable or unforeseeable), costs, penalties, fines, settlements, costs and expenses of whatever kind or nature known or unknown, contingent whether asserted or otherwiseunasserted, arising out ofwhether absolute or contingent, whether accrued or in unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any way investigatory, remedial or corrective obligations, relating to (i) any breach by the Borrower of any representation or warranty made by the Borrower in this Agreement or any of the Schedules attached heretothem or their facilities arising under Environmental, or in any Health and Safety Requirements. (d) None of the certificates furnished by the Borrower pursuant to this Agreement, or any representation and warranty made by the Borrower or its Subsidiaries in the Acquisition Agreement; (ii) the San Xxxxxxx Valley Site Liabilities; (iii) any Hazardous Substances in, on, under, from or following exists at any property or facility owned or operatedoperated by the Company or its predecessors or Affiliates: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or previously owned or operated, by the Borrower and its Subsidiaries; (iv) landfills, surface impoundments, or disposal areas. (e) Neither the Company nor any pastof its predecessors or Affiliates has treated, present stored, disposed of, arranged for or future violation of permitted the disposal of, transported, handled, or released any Environmental and Safety Requirements for substance, including, without limitation, any hazardous substance, or owned or operated any property or facility owned (and no such property or operatedfacility is contaminated by any such substance), in a manner that has given or would give rise to obligations or liabilities, including, without limitation, any obligation or liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or previously owned or operatedany other Environmental, by the Borrower and its Subsidiaries; (v) any investigation, inquiry, order (whether voluntary or involuntary), hearing, action or other proceeding under any Environmental and Safety Requirement or by or before any governmental or quasi-governmental agency in connection with any actual or alleged Hazardous Substance Activity; (vi) any orders, requirements or demands of Governmental Authorities pursuant to Environmental Health and Safety Requirements; . (viif) Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any notice that any Environmental Indemnitee is a potentially responsible party under any Environmental and Safety Requirement with regard to any Hazardous Substance in, on, under, from obligations for site investigation or at any property or facility owned or operatedcleanup, or previously owned notification to or operatedconsent of government agencies or third parties, by the Borrower and its Subsidiaries; and (viii) all costs and expenses of investigation, monitoring, corrective action, containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, consultants’ fees, contractors’ fees, environmental fees and taxes, experts’ fees, laboratory fees, and other response costs, except pursuant to the extent that any of the foregoing arise from so-called “transaction-triggered” or are caused “responsible property transfer” Environmental, Health and Safety Requirements. (g) Neither the Company nor any of its predecessors or Affiliates has, either expressly or by the gross negligence operation of law, assumed or willful misconduct undertaken any obligation or liability, including any obligation or liability for corrective or remedial action, of any Environmental Indemnitee. This indemnity shall continue in full force other Person relating to Environmental, Health and effect and survive Safety Requirements. (h) No facts, events or conditions relating to the termination of this Agreementpast or present facilities, expiration properties or Business of the Letters Company or any of Credit its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health and the payment Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health and Safety Requirements, or give rise to any other obligations or liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) pursuant to Environmental, Health and Safety Requirements, including, without limitation, any obligations or liabilities relating to onsite or offsite releases or threatened releases of the Notes and all other amounts payable hereunder.hazardous materials, substances or wastes, personal injury, property damage or natural resources damage