Common use of Environmental Compliance and Conditions Clause in Contracts

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the Company has all material permits, licenses, approvals and other authorizations required under federal, provincial, state and local laws and regulations relating to the pollution or protection of the environment, including, but not limited to, laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials or wastes into ambient air, surface water, groundwater, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or waste (“Environmental Requirements”), except where the failure to hold such licenses, permits, approvals and authorizations would not have a Material Adverse Effect. Except as set forth on Schedule 4.17, the Company is in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required permits, licenses, approvals and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse Effect. (b) The Company has not caused or permitted, nor has the Company any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental Requirements. (c) Schedule 4.17 lists and describes any prosecutions of the Company for an offence for non-compliance with any Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of conviction. (d) Schedule 4.17 lists and describes any Orders issued with respect to Environmental Requirements relating to the business of the Company that are still in full force and effect on the date hereof. The Company has received no written notice, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near future. (e) No representations or warranties elsewhere in this Agreement, including but not limited to those regarding the Company’s compliance with applicable laws or any other aspects of the Company’s operations, shall be deemed to relate to Environmental Requirements or other environmental matters, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental matters.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the Each Primary Contributed Company Group has obtained and possesses all material permits, licenses, approvals registrations and other authorizations required under federalapplicable Laws concerning occupational or public health and safety, provincial, state and local laws and regulations relating to the pollution or protection of the environment that were enacted and in effect as of the date hereof, including all applicable Laws relating to the emission, discharge, release or threatened release of any Hazardous Materials into the environment, including, but not limited to, laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials or wastes into including ambient air, surface water, groundwatergroundwater or lands, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of pollutants, contaminants or hazardous or toxic materials or waste any Hazardous Materials (“Environmental and Safety Requirements”), in each case, except where to the extent that any such failure to hold any such permits, licenses, permits, approvals registrations and authorizations or any such non-compliance would not have a Material Adverse Effect. Except as set forth on Schedule 4.17reasonably be expected to be material and adverse to Greystone or the Primary Contributed Companies. (b) Each Primary Contributed Company Group is, and for the Company is past three (3) years has been, in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required such permits, licenses, approvals registrations and authorizations required under Environmental and are also Safety Requirements and for the past three (3) years, has been, in material compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse Effect. (b) The Company has not caused or permitted, nor has the Company any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental Safety Requirements. (c) Schedule 4.17 lists No Primary Contributed Company has received any written notice of violations or liabilities arising under Environmental and describes Safety Requirements, including any prosecutions investigatory, remedial or corrective obligation, relating to the Primary Contributed Company Group or its facilities and arising under Environmental and Safety Requirements, the subject of the Company for an offence for non-compliance with any Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of convictionwhich is unresolved. (d) Schedule 4.17 lists Each Primary Contributed Company and describes any Orders issued with respect the Ancillary Business has furnished to Environmental Requirements Xxxxxxx all material environmental, health or safety reports, audits and assessments that it has is its possession and under its reasonable control in relation to environmental, health or safety liabilities relating to the business of the any Primary Contributed Group Company that are still in full force and effect on the date hereof. The Company has received no written notice, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near futureor their current or former facilities or operations. (e) No representations or warranties elsewhere in this Agreement, including but not limited to those regarding the Company’s compliance with applicable laws or any other aspects of the Company’s operations, shall be deemed to relate to Environmental Requirements or other environmental matters, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental matters.

Environmental Compliance and Conditions. (a1) Except To the Knowledge of Sellers and except as set forth on Schedule 4.17the Environmental Matters Schedule: Sellers and the Subsidiaries are in compliance with, the Company has and have all material permitsPermits required under, licenses, approvals and other authorizations required under all federal, provincial, state and local laws and regulations relating to the public health and safety, worker health and safety, and pollution or protection of the environment, including, but not limited to, environment (including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials or wastes into ambient air, surface water, groundwater, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or waste waste, as the foregoing are constituted on or prior to the Closing Date (“"Environmental and Safety Requirements”"), ) except where the failure to comply or to hold such licenses, permits, approvals and authorizations Permits would not have a Material Adverse Effect. Except as set forth on Schedule 4.17, Effect and Sellers and the Company is Subsidiaries are in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required permits, licenses, approvals licenses and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental and Safety Requirements or any written legally binding notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse Effect. (b2) The Company Except as set forth on the Environmental Matters Schedule: neither Seller nor the Subsidiaries nor, to the Knowledge of Sellers, any of their respective predecessors, have arranged for the disposal of toxic wastes or other toxic or hazardous substances or materials (including, without limitation, asbestos) in such a manner or location as has not caused or permitted, nor has the Company any Knowledge ofgiven rise to conditions of contamination requiring remedial action pursuant to Environmental and Safety Requirements, the Release costs of which would have a Material Adverse Effect; during the period in which Seller and the Subsidiaries have owned, leased or used any real property and, to the Knowledge of Sellers, prior to such period, there have been no toxic wastes or other toxic or hazardous substances or materials (including without limitation asbestos) stored, disposed of or released on, under or about such property in such a manner or location as has given rise to conditions of contamination requiring remedial action pursuant to Environmental and Safety Requirements, the costs of which would have a Material Adverse Effect; and there are no actions, suits, orders or proceedings pending or, to the Knowledge of Sellers, threatened against Sellers or the Subsidiaries, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, with respect to any violation of or liability under any Environmental and Safety Requirements which actions, orders or proceedings would have a Material Adverse Effect. To the Knowledge of Sellers, Sellers have delivered to Buyers true and complete copies and results of any Hazardous Substances material reports, studies, analyses, tests, or monitoring possessed by Sellers or the Subsidiaries pertaining to toxic wastes or other toxic hazardous substances or materials (including, without limitation, asbestos) in, on or offsite of under any real property at any time owned, leased or used by Sellers or the Company’s business facility or propertySubsidiaries, or of concerning compliance by Sellers, the Subsidiaries, or any Release from a facility other Person for whose conduct they are or property owned or operated by third partieswould be held responsible, including previous owners, in each case giving rise to any material liability under with Environmental and Safety Requirements. (c3) Schedule 4.17 lists This Section 4.22 sets forth the sole and describes any prosecutions of the Company for an offence for non-compliance with any Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of conviction. (d) Schedule 4.17 lists and describes any Orders issued with respect to Environmental Requirements relating to the business of the Company that are still in full force and effect on the date hereof. The Company has received no written notice, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near future. (e) No representations or warranties elsewhere in this Agreement, including but not limited to those regarding the Company’s compliance with applicable laws or any other aspects of the Company’s operations, shall be deemed to relate to Environmental Requirements or other environmental matters, the exclusive representations and warranties in this Section 4.17 being the Company’s sole representations of Sellers with regard to environmental, health and warranties regarding safety matters, including without limitation all matters arising under Environmental Requirements and other environmental mattersSafety Requirements.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.173.17: (a) The ownership and use of each Company’s and each Company Subsidiary’s premises and assets, the occupancy and operation thereof, and the conduct of each Company’s and each Company has Subsidiary’s operations and business (including the Business), have been since the Reference Date and are in compliance in all material respects with all Applicable Laws relating to pollution, environmental protection, hazardous substances, human health and safety, natural resources and related matters. Each Company and its Company Subsidiaries have obtained and possess all material permits, licenses, approvals licenses and other authorizations required under federalall such Applicable Laws, provincial, state and local including all such laws and regulations relating to the pollution or protection of the environmentemission, includingdischarge, but not limited to, laws relating to emissions, discharges, releases release or threatened releases release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or wastes into ambient air, surface water, groundwater, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or waste (“Environmental and Safety Requirements”), except where the failure to hold such licenses, permits, approvals . (b) The Companies and authorizations would not have a Material Adverse Effect. Except as set forth on Schedule 4.17, the their respective Company is Subsidiaries are in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required such permits, licenses, approvals licenses and authorizations and are also in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder. Since the Reference Date, except where no Company or any Company Subsidiary and, to the failure extent related to so comply would not have the Business, no Seller has received any written notice (x) from any Governmental Entity or any other Person of any alleged violation of or liability under any Environmental and Safety Requirement, or (y) to the effect that any Company or Company Subsidiary is or may be liable to any Person as a Material Adverse Effect. (b) The Company has not caused or permitted, nor has the Company any Knowledge of, the Release result of any Hazardous Substances on Substance that has been released or offsite may have been released into the environment, or disposed of on-site or off-site, or as a result of a violation of any Environmental and Safety Requirement, any other circumstance occurring prior to the Closing or existing as of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental RequirementsClosing. (c) Schedule 4.17 lists and describes any prosecutions of the Company for an offence for non-compliance with any Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of conviction. (d) Schedule 4.17 lists and describes any Orders issued with respect to Environmental Requirements relating to the business of the Company that are still in full force and effect on the date hereof. The Company has received no written notice, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near future. (e) No representations or warranties elsewhere As used in this Agreement, including but not limited to those regarding the Company’s compliance with applicable laws “Hazardous Substance” shall mean and include waste oil, petroleum, petroleum products, polychlorinated biphenyls, asbestos, asbestos-containing material, or any other aspects substance which is included within the definition of the Company’s operationsa “hazardous substance”, shall be deemed to relate to Environmental Requirements “pollutant”, “toxic substance”, “toxic waste”, “hazardous waste”, “contaminant” or other words of similar import in any foreign, federal, state or local environmental matterslaw, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental mattersstatute, ordinance, rule or regulation.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the Company has USAuto and its Subsidiaries have obtained and possess all material permits, licenses, approvals licenses and other authorizations required under federal, provincial, state and local laws and regulations relating to the concerning public health and safety, worker health and safety, and pollution or protection of the environment, including, but not limited to, including all such laws and regulations relating to emissionsthe emission, dischargesdischarge, releases release or threatened releases release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or wastes into ambient air, surface water, groundwater, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or waste (“Environmental Requirements”collectively, "ENVIRONMENTAL AND SAFETY REQUIREMENTS"), except where the failure to hold such licenses, permits, approvals and authorizations would not have a Material Adverse Effect. Except as set forth on Schedule 4.17the USAUTO ENVIRONMENTAL COMPLIANCE SCHEDULE, the Company is in compliance USAuto and its Subsidiaries are in all material respects in compliance with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required such permits, licenses, approvals licenses and authorizations and are in all material respects also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder. Neither USAuto nor any of its Subsidiaries has received written notice of violations or liabilities arising under Environmental and Safety Requirements (including any investigatory, except where the failure remedial or corrective obligation) relating to so comply would not have a Material Adverse Effect. (b) The Company has not caused USAuto, its Subsidiaries or permittedtheir respective facilities. To USAuto's Knowledge, nor has the Company any Knowledge of, the Release no current or prior owner of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated leased, at any time, by third partiesUSAuto or any of its Subsidiaries has received written notice (whether from a Governmental Entity, including previous ownerscitizens group, employee or otherwise) that alleges that such current or prior owner or USAuto or any of its Subsidiaries is not or was not in each case giving rise to any material liability under Environmental Requirements. (c) Schedule 4.17 lists and describes any prosecutions of the Company for an offence for non-compliance with any applicable Environmental Requirement and Safety Requirements. Notwithstanding any convictionsimplication to the contrary contained herein, settlements or other disposition this SECTION 3.14 constitutes the sole and exclusive representations and warranties of such prosecutions short of conviction. (d) Schedule 4.17 lists and describes any Orders issued USAuto with respect to Environmental Requirements relating to the business of the Company that are still in full force and effect on the date hereof. The Company has received no written notice, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near future. (e) No representations or warranties elsewhere in this Agreement, including but not limited to those regarding the Company’s compliance with applicable laws or any other aspects of the Company’s operations, shall be deemed to relate to Environmental Requirements or other environmental matters, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Safety Requirements and all other environmental matters.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.173.15, the Company has and its Subsidiaries have obtained and possess all material permits, licenses, approvals licenses and other authorizations required under federal, provincial, state and local laws and regulations relating concerning occupational health and safety (as such concern exposure to the hazardous materials), pollution or protection of the environmentenvironment that were enacted and in effect on or prior to the Closing Date, including, but not limited to, including all such laws and regulations relating to emissionsthe emission, dischargesdischarge, releases release or threatened releases release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or wastes into ambient air, surface water, groundwater, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or waste (“Environmental and Safety Requirements”), except where the failure to hold such licenses, permits, approvals and authorizations would not have a Material Adverse Effect. . (b) Except as set forth on Schedule 4.173.15, the The Company is and its Subsidiaries are in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required such permits, licenses, approvals licenses and authorizations required under Environmental and Safety Requirements and are also in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse Effect. (b) The Company has not caused or permitted, nor has the Company any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental Safety Requirements. (c) Except as set forth on Schedule 4.17 lists and describes any prosecutions of 3.15, Neither the Company for an offence for non-compliance with nor any of its Subsidiaries has received, within the three (3) years prior to the date hereof, any written notice of violation or liability arising under Environmental Requirement and Safety Requirements, including any convictionsinvestigatory, settlements remedial or other disposition corrective obligation, relating to the Company and its Subsidiaries or their facilities and arising under Environmental and Safety Requirements, the subject of such prosecutions short of convictionwhich is unresolved. (d) Schedule 4.17 lists and describes any Orders issued with respect to Environmental Requirements relating to the business There has been no release of chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials, substances or waste by the Company or its Subsidiaries, which release was in violation of Environmental and Safety Requirements or which occurred in a manner or to a degree that are still in full force requires reporting, investigation, or remediation pursuant to any applicable Environmental and effect on the date hereof. The Company has received no written noticeSafety Requirements, nor does the Company have Knowledge of any facts which except as would not reasonably be expected to give rise to any notice, that any such Orders will be issued against material liability for the Company in the near futureor any of its Subsidiaries under any Environmental and Safety Requirements. (e) No representations Other than contracts entered into in the ordinary course of business, none of the Company or warranties elsewhere its Subsidiaries is obligated pursuant to any contract to indemnify any Person with respect to any liability arising under Environmental and Safety Requirements which such liability would not be a liability of the Company or its Subsidiaries in this Agreementthe absence of such contract. (f) The Company has made available to Purchaser any and all material , including but not limited final and non-privileged environmental reports, studies, audits, records, sampling data, site assessments or similar documents in their possession or control and relating to those regarding the Company’s compliance with applicable laws environmental condition of the Leased Real Property or any other aspects real property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries or relating to the compliance of the Company’s operations, shall be deemed to relate to Company and its Subsidiaries with Environmental Requirements or other environmental matters, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental mattersSafety Requirements.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the Company has The Group Companies have obtained and possess all material permits, licenses, approvals Permits required for their operations as currently conducted pursuant to Laws regulating occupational health and other authorizations required under federal, provincial, state and local laws and regulations relating safety with respect to the exposures to Hazardous Substances or pollution or protection of the environmentenvironment that were enacted and in effect on or prior to the date hereof ("Environmental Permits"), including, but not limited to, laws including all such Laws relating to emissionsthe emission, dischargesdischarge, releases release or threatened releases release of pollutants, contaminants or hazardous or toxic materials or wastes any Hazardous Substance into ambient air, surface water, groundwater, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of pollutantsany Hazardous Substances (collectively, contaminants or hazardous or toxic materials or waste "Environmental and Safety Requirements"). (“Environmental Requirements”)b) The Group Companies are in material compliance, except where the failure to hold such licenses, permits, approvals and authorizations would not have a Material Adverse Effect. Except as set forth on Schedule 4.17, the Company is in compliance complied in all material respects respects, with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required permits, licenses, approvals and authorizations such Environmental Permits and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules applicable Environmental and timetables contained in any Environmental Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved by a Governmental Entity thereunder, except where the failure to so comply would not have a Material Adverse Effect. (b) The Company has not caused or permitted, nor has the Company any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental Requirements. (c) Schedule 4.17 lists No Group Company has received, within the two (2) year period prior to the date hereof, any written notice of violation or liabilities arising under Environmental and describes Safety Requirements, that has not been resolved including any prosecutions of demand for investigatory, remedial or corrective obligation, relating to the Company for an offence for non-compliance with any Company, its Subsidiaries or their facilities and arising under Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of convictionSafety Requirements. (d) Schedule 4.17 lists Neither Company nor any Subsidiary of the Company has any material liability under any Environmental and describes any Orders issued Safety Requirement or with respect to Environmental Requirements relating Hazardous Substances, and, to the business knowledge of the Company, neither the Company that are still in full force and effect on nor any of its Subsidiaries is responsible for any such liability of any other Person, whether by contract, by operation of law or otherwise. (i) Neither the date hereof. The Company nor any Subsidiary has received no written noticenotice of a civil, nor does criminal or administrative suit, claim, action, proceeding or investigation pending or, to the Company have Knowledge knowledge of any facts which would give rise to any noticethe Company, that any such Orders will be issued threatened against the Company in or any of its Subsidiaries under any Environmental and Safety Requirement or with respect to Hazardous Substances; and (ii) neither the near futureCompany nor any Subsidiary has received from any Governmental Entity written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental and Safety Requirement for any site Contaminated by Hazardous Substances. (ef) No representations Neither the Company nor any Subsidiary has released Hazardous Substances in violation of applicable Environmental and Safety Requirement in a manner that would, individually or warranties elsewhere in this Agreementthe aggregate, including but not limited to those regarding the Company’s compliance with applicable laws result in material liability to, or any other aspects of the Company’s operations, shall be deemed to relate to Environmental Requirements or other environmental mattersrequire Response Action by, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental mattersCompany or its Subsidiaries.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the Company has The Group Companies have obtained and possess all material permits, licenses, approvals and other authorizations Permits required under federal, provincial, state and local laws Laws and regulations concerning occupational health and safety, pollution or protection of the environment that were enacted and in effect on or prior to the date hereof, including all such Laws (including all Environmental Laws) and regulations relating to the pollution or protection of the environmentemission, includingdischarge, but not limited to, laws relating to emissions, discharges, releases release or threatened releases release of pollutants, contaminants or hazardous or toxic materials or wastes any Hazardous Substances into ambient air, surface water, groundwater, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of pollutantsany Hazardous Substances (the foregoing health, contaminants or hazardous or toxic materials or waste (safety and environmental regulations and requirements, collectively, “Environmental and Safety Requirements”), except where the failure to hold such licenses, permits, approvals and authorizations would not have a Material Adverse Effect. Except as set forth on Schedule 4.17, the Company is . (b) The Group Companies are in material compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required permits, licenses, approvals and authorizations such Permits and are also in material compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse Effect. (b) The Company has not caused or permitted, nor has the Company any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental Requirements. (c) Schedule 4.17 lists No Group Company has received, within the two (2) year period prior to the date hereof, any written notice of violations, liabilities or recognized environmental conditions arising under Environmental and describes Safety Requirements, including any prosecutions of investigatory, remedial or corrective obligation, relating to the Company for an offence for non-compliance with any Company, its Subsidiaries or their facilities and arising under Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of convictionSafety Requirements. (d) (i) Except as described in Schedule 4.17 lists 3.17(d), neither the Company nor any Subsidiary of the Company has any material liability under any Environmental and describes any Orders issued Safety Requirement or with respect to Environmental Requirements relating Hazardous Substances, nor, to the business knowledge of the Company, is the Company or any Subsidiary of the Company that responsible for any such liability of any other Person, whether by contract, by operation of law or otherwise and (ii) except as described in Schedule 3.17(d), to the knowledge of the Company, there are still no facts, circumstances, or conditions existing, initiated or occurring prior to the Closing Date, which have or would reasonably be expected to result in full force and effect on the date hereof. The Company has received no written notice, nor does material liability to the Company have Knowledge or any of its Subsidiaries under any facts which would give rise Environmental and Safety Requirement or with respect to any notice, that any such Orders will be issued against the Company in the near futureHazardous Substances. (e) No representations Except as described in Schedule 3.17(e), neither the Company or warranties elsewhere in this Agreement, including but not limited to those regarding any Subsidiary of the Company’s compliance with applicable laws or , nor, to the knowledge of the Company, any other aspects Person has generated, produced, placed, stored, deposited, discharged, buried, dumped, transported, disposed of or released any Hazardous Substances produced by, or resulting from any of the Company’s or the Subsidiaries’ operations, shall at any real property (including all land, together with all buildings, improvements and fixtures located thereon or thereunder, and all appurtenances and hereditaments thereof or appertaining thereto), except for inventories of such substances to be deemed to relate to used, and wastes generated therefrom, in the ordinary course of business of the Company and the Subsidiaries (which inventories and wastes, if any, were and are stored or disposed of in accordance with applicable Environmental Requirements Laws). (f) The Company has delivered or other environmental mattersotherwise made available for inspection complete and correct copies of material Phase I, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements Phase II and other environmental matterssite assessments that are in the possession of the Company or any Subsidiary.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the Company has The Group Companies have obtained and possess all material permits, licenses, approvals and other authorizations Environmental Permits required under federalapplicable Environmental and Safety Requirements. The Group Companies are and have at all times since January 1, provincial, state and local laws and regulations relating to the pollution or protection of the environment, including, but not limited to, laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials or wastes into ambient air, surface water, groundwater, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or waste (“Environmental Requirements”), except where the failure to hold such licenses, permits, approvals and authorizations would not have a Material Adverse Effect. Except as set forth on Schedule 4.17, the Company is 2008 been in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any such Environmental Permits and all required permits, licenses, approvals applicable Environmental and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Environmental Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse EffectSafety Requirements. (b) The No Group Company has not caused received any written notice relating to any potential or permitted, nor has the Company actual violations or Liabilities arising under any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third partiesEnvironmental and Safety Requirements, including previous ownersany investigatory, in each case giving rise remedial or corrective obligation, relating to the Group Companies or their facilities and arising under any material liability under Environmental and Safety Requirements. (c) Schedule 4.17 lists and describes any prosecutions As of the Company for an offence for non-Closing, except in compliance with Environmental and Safety Requirements, no Hazardous Materials are present on any Environmental Requirement and real property currently operated, occupied, controlled or leased by any convictionsGroup Company or were present on any other real property at the time it ceased to be operated, settlements occupied, controlled or other disposition of such prosecutions short of convictionleased by any Group Company. (d) Schedule 4.17 lists and describes any Orders issued with respect to Environmental Requirements Each Group Company has conducted all Hazardous Material Activities relating to the its business in compliance in all material respects with all applicable Environmental and Safety Requirements. Section 3.17(d) of the Company Disclosure Schedule lists each product that are still is subject to the EU RoHS Directive and/or China RoHS, and each such product complies in full force and effect on all material respects with the date hereof. The Company has received no written noticeEU RoHS Directive and/or China RoHS, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near futureas applicable. (e) No representations The Group Companies hold all Environmental Permits necessary for the continued conduct of any Hazardous Material Activity of the Group Companies relating to their business as such activities are currently being conducted. All such Environmental Permits are valid and in full force and effect. The Group Companies are, and at all times since January 1, 2008 been in compliance, in all material respects, with all covenants and conditions of each Environmental Permit which is or warranties elsewhere has been in this Agreementforce with respect to their Hazardous Materials Activities. (f) Except as set forth in Section 3.17(f) of the Company Disclosure Schedule, including but not limited no Action is pending or, to those regarding the Company’s compliance with applicable laws knowledge, threatened in writing, concerning or relating to any Environmental Permit or any other aspects Hazardous Materials Activity of the Group Companies relating to their businesses, properties or assets. (g) No Group Company has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental and Safety Requirements or the Hazardous Materials Activities of any Group Company. (h) The Company has delivered to Parent all environmental audits and material environmental assessments in the Group Company’s operationspossession or control and relating to the business or any real property currently or formerly owned, shall be deemed to relate to Environmental Requirements operated, occupied, controlled or other environmental matters, leased by any of the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental mattersGroup Companies.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the The Company has and its Subsidiaries have obtained and possess all material permits, licenses, approvals licenses and other authorizations required under federal, provincialstate, state local and local foreign laws and regulations concerning public health and safety, worker health and safety, and pollution or protection of the environment in effect on or prior to the Closing Date, including all such laws and regulations relating to the pollution or protection of the environmentemission, includingdischarge, but not limited to, laws relating to emissions, discharges, releases release or threatened releases release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or wastes into ambient air, surface water, groundwater, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or waste (“"Environmental and Safety Requirements”"), except where the failure to hold possess such licenses, permits, approvals permits and authorizations would not not, individually or in the aggregate, have a Material Adverse Effect. . (b) Except as set forth on the attached Environmental Compliance Schedule 4.17Schedule 4.16, the Company is and its Subsidiaries are in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required such permits, licenses, approvals licenses and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not not, individually or in the aggregate, have a Material Adverse Effect. (bi) The Company has not caused or permitted, nor has None of the Company and its Subsidiaries has any Knowledge of, material Liability under any Environment and Safety Requirements and (ii) none of the Release Company or its Subsidiaries has handled or disposed of any Hazardous Substances on Materials or offsite of arranged for the Company’s business facility or property, or disposal of any Release from Hazardous Materials in a facility or property owned or operated by third parties, including previous owners, in each case giving rise manner that would reasonably be anticipated to any material liability under Environmental Requirements. (c) Schedule 4.17 lists and describes any prosecutions of the Company for an offence for non-compliance with any Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of conviction. (d) Schedule 4.17 lists and describes any Orders issued with respect to Environmental Requirements relating to the business of the Company that are still in full force and effect on the date hereof. The Company has received no written notice, nor does the Company have Knowledge of any facts which would give rise to any noticesuch Liability. There are no underground storage tanks, that underground injection xxxxx, asbestos or equipment containing polychlorinated biphenyls located at any such Orders will be issued against site currently operated by the Company in or any Subsidiary. None of the near future. Company and its Subsidiaries has any material Liability (ei) No representations or warranties elsewhere in this Agreementunder the Occupational Safety and Health Act, including but not limited to those regarding the Company’s compliance with applicable laws as amended, or any other aspects law (or rule or regulation thereunder) of the Company’s operationsany federal, shall be deemed state, local or foreign government (or agency thereof) concerning employee health and safety or (ii) for any illness of or personal injury to relate to Environmental Requirements or other environmental matters, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental mattersany employee.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.17, the attached Environmental Schedule: (a) The Company has and its Subsidiaries have obtained and possess all material permits, licenses, approvals licenses and other authorizations required under federal, provincial, state and local laws and regulations relating to the concerning occupational health and safety, pollution or protection of the environmentenvironment that were enacted and in effect on or prior to the Closing Date, including, but not limited to, including all such laws and regulations relating to emissionsthe emission, dischargesdischarge, releases release or threatened releases release of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or wastes into ambient air, surface water, groundwater, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of any chemicals, petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or waste (“Environmental and Safety Requirements”), except where the failure to hold possess such licenses, permits, approvals permits and authorizations would does not have a Material Adverse Effect. Except as set forth on Schedule 4.17, the . (b) The Company is and its Subsidiaries are in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required such permits, licenses, approvals licenses and authorizations and are also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would does not have a Material Adverse Effect. (bc) The Company has not caused or permitted, nor has Neither the Company nor any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental Requirements. (c) Schedule 4.17 lists and describes any prosecutions Subsidiary of the Company for an offence for non-compliance with has received, within the two (2) year period prior to the date hereof, any written notice of violations or liabilities arising under Environmental Requirement and Safety Requirements, including any convictionsinvestigatory, settlements remedial or other disposition corrective obligation, relating to the Company, its Subsidiaries or their facilities and arising under Environmental and Safety Requirements, the subject of such prosecutions short of convictionwhich is unresolved and which does not have a Material Adverse Effect. (d) Schedule 4.17 lists This Section 4.16 constitutes the sole and describes any Orders issued exclusive representations and warranties of the Company with respect to Environmental Requirements relating to the business of the Company that are still in full force and effect on the date hereof. The Company has received no written noticeany environmental, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near future. (e) No representations health or warranties elsewhere in this Agreementsafety matters, including but not limited to those regarding the Company’s compliance with applicable laws or any other aspects of the Company’s operations, shall be deemed to relate to arising under Environmental Requirements or other environmental matters, the representations and warranties in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental mattersSafety Requirements.

Environmental Compliance and Conditions. (a) Except as set forth on Schedule 4.173.16: (a) The Company and its Subsidiaries have obtained and possess all Permits required for the occupation of their respective facilities and the operation of their respective businesses under all applicable federal, the Company has all material permitsstate, licensesforeign and local Laws, approvals ordinances, regulations and other authorizations required under federalprovisions having the force or effect of law, provincialand all applicable judicial and administrative Orders and determinations, state in each case concerning public health and local laws safety or occupational health and regulations safety (to the extent relating to the exposure to hazardous substances or materials), pollution or protection of the environment, includingin each case that were enacted and in effect on or prior to the Closing Date, but not limited including all those relating to the presence, production, generation, handling, labeling, testing, emission, discharge, release or threatened release, control or cleanup of, or exposure to, laws relating to emissionsany chemicals, dischargespetroleum, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials materials, substances or wastes into ambient airwastes, surface waterchemical substances or mixtures, groundwaterpesticides, petroleum products or lands byproducts, asbestos, polychlorinated biphenyls, noise, radiation or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or waste radon (“Environmental and Safety Requirements”), except where the failure to hold possess such licenses, permits, approvals and authorizations Permits would not be material to the Business. (b) The Company and its Subsidiaries are in compliance, and have a Material Adverse Effect. Except as set forth on Schedule 4.17for the past three (3) years complied, the Company is in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and all terms and conditions of any and all required permitssuch Permits, licenses, approvals licenses and authorizations and are also in compliance compliance, and have for the past three (3) years complied, with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse Effect. (b) The Company has not caused or permitted, nor has be material to the Company any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental RequirementsBusiness. (c) Schedule 4.17 lists and describes any prosecutions None of the Company for an offence for non-compliance with or any of its Subsidiaries has received in the past three (3) years, or prior to such time if the subject of which is unresolved, any written notice of violations or liabilities arising under Environmental Requirement and Safety Requirements, including any convictionsinvestigatory, settlements remedial or other disposition of such prosecutions short of convictioncorrective obligation, relating to the Company and its Subsidiaries or their facilities, properties or assets and arising under Environmental and Safety Requirements, which would be material to the Business. (d) Schedule 4.17 lists To the Company’s knowledge and describes without limitation upon any Orders issued with respect to Environmental Requirements relating to the business other section or subsection hereof, none of the Company that are still following exists at the Leased Real Property: (i) underground storage tanks, (ii) asbestos-containing material in full force and effect on the date hereof. The Company has received no written noticeany form or condition, nor does the Company have Knowledge of any facts which would give rise to any notice(iii) materials or equipment containing polychlorinated biphenyls, that any such Orders will be issued against the Company in the near futureor (iv) landfills, surface impoundments or disposal areas. (e) No representations or warranties elsewhere in this AgreementThe Company has made available to the Purchaser all environmental audits, including but not limited reports and other material environmental documents relating to those regarding the Company’s compliance with applicable laws or any other aspects current and former operations and facilities of the Company’s operations, shall be deemed to relate to Environmental Requirements or other environmental matters, the representations Company and warranties its Subsidiaries that are in this Section 4.17 being the Company’s sole representations and warranties regarding Environmental Requirements and other environmental mattersits possession.

Environmental Compliance and Conditions. (a) Except Each Group Company possesses, and is in compliance with, all Permits, as set forth on Schedule 4.17, the Company has all material permits, licenses, approvals and other authorizations required under by federal, provincial, state and local laws Laws and regulations relating to concerning occupational health and safety (including the Occupational Health and Safety Act of 1970, as amended, and any state or local analogous Law), pollution or protection of the environment, including, but not limited to, laws including all such Laws relating to emissionsthe emission, dischargesdischarge, releases Release or threatened releases Release of pollutants, contaminants or hazardous or toxic materials or wastes any Hazardous Materials into ambient air, surface water, groundwater, groundwater or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, transport or handling of any petroleum, pollutants, contaminants or hazardous or toxic materials materials, substances or waste (“Environmental and Safety Requirements”). For purposes of this Agreement, except where the failure to hold such licenses, permits, approvals “Environmental and authorizations would not have a Material Adverse Effect. Except as set forth on Schedule 4.17, the Company is in compliance in all material respects with all federal, provincial, state and local environmental laws and regulations and Safety Requirements” shall include all terms and conditions of any and all required permits, licenses, approvals and authorizations and are also Permits. (b) Each Group Company is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules Environmental and timetables contained in any Environmental Safety Requirements or any written notice or demand letter issued, entered, promulgated or approved thereunder, except where the failure to so comply would not have a Material Adverse Effect. (b) The Company has not caused or permitted, nor has the Company any Knowledge of, the Release of any Hazardous Substances on or offsite of the Company’s business facility or property, or of any Release from a facility or property owned or operated by third parties, including previous owners, in each case giving rise to any material liability under Environmental Requirements. (c) Schedule 4.17 lists Since January 1, 2013, no Group Company has received any written notice of violations or liabilities arising under Environmental and describes Safety Requirements, including any prosecutions investigatory, remedial or corrective obligation, relating to Company, its Subsidiaries or their facilities and arising under Environmental and Safety Requirements, the subject of which is unresolved to the Company for an offence for non-compliance with satisfaction of any Governmental Entity or any other Person asserting any claim pursuant to Environmental Requirement and any convictions, settlements or other disposition of such prosecutions short of convictionSafety Requirements. (d) Schedule 4.17 lists and describes No Real Property owned by Company or any Orders issued with respect to Environmental Requirements relating other Group Company is subject to the business terms of the Company that are still in full force and effect on the date hereof. The Company has received no written notice, nor does the Company have Knowledge of any facts which would give rise to any notice, that any such Orders will be issued against the Company in the near futureConnecticut Transfer Act (CGS Sections 22a-134 through 22a-134e). (e) No representations Neither the whole nor any portion of any Real Property is or warranties elsewhere has been listed on or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System (or any successor thereto) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq. CERCLA, (or CERCLIS) or any similar state list. (f) There has been no Release of Hazardous Materials in this Agreementcontravention of Environmental and Safety Requirements with respect to the business, including but not limited to those regarding the Company’s compliance with applicable laws Real Property owned by the Company or any other aspects assets of any Group Company, including any actual Release on or about the Real Property owned by the Company’s operations, shall be deemed to relate to Environmental Requirements or other environmental mattersand no Group Company has received any notice that the business, the representations Real Property owned by the Company or any other assets of such Group Company has been contaminated with any Hazardous Material which would reasonably be expected to result in (i) an environmental claim against such Group Company and/or any Person acting on its behalf or (ii) a violation of any Environmental and warranties Safety Requirement by such Group Company and/or any Person acting its behalf. (g) To the Knowledge of Company, there has been no Release of Hazardous Materials in this Section 4.17 being contravention of Environmental and Safety Requirements at or about the Company’s sole representations leased Real Property, and warranties regarding no Group Company has received any notice that any leased Real Property has been contaminated with any Hazardous Material which would reasonably be expected to result in (i) an environmental claim against such Group Company and/or any Person acting on its behalf, (ii) a violation of any Environmental Requirements and other environmental mattersSafety Requirement by such Group Company and/or any Person acting its behalf, (iii) a breach of any lease or sublease with any Group Company for any leased Real Property, or (iv) the termination of any lease or sublease with any Group Company for any leased Real Property.