Common use of Environmental Compliance and Disclosure Clause in Contracts

Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) the Company and each of its Subsidiaries has been and are now in compliance with all Environmental Laws in effect on the date hereof; (b) the Company and each of its Subsidiaries have obtained, and are in full compliance with, all material Permits required by applicable laws for the use, storage, treatment, transportation, release, emission and disposal of raw materials, byproducts, wastes and other substances used or produced by or otherwise relating to the operations of any of them; (c) there is not now and has not been any Hazardous Substance used, generated, treated, stored, transported, disposed of, released, handled or otherwise existing on, under, about, or emanating from, or to, any property owned, leased or operated by the Company or any of its Subsidiaries which could impose liability or responsibility on the Company or any of its Subsidiaries; (d) neither the Company nor any of its Subsidiaries has received any written notice from any governmental agency or third party of alleged actual or potential responsibility for, or any inquiry or investigation regarding, any release or threatened release of Hazardous Substances or alleged violation of, or non-compliance with, any Environmental Law, nor are the Company and its Subsidiaries aware of any information which might form the basis of any such notice; and (e) to the knowledge of the Company, there is no site to which the Company or any of its Subsidiaries have transported or arranged for the transport of Hazardous Substances that is the subject of any environmental action. As used in this Agreement, the term "Environmental Laws" means foreign, federal, state or local ------------------ laws, statutes, ordinances, regulations, rules, judgments, court orders, permits and licenses that are applicable to the Company and in effect on the date of this Agreement and (i) regulate or relate to the protection or clean up of the environment; the use, treatment, storage, transportation, handling, disposal or release of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; or the health and safety of persons or property, including without limitation protection of the health and safety of employees; or (ii) impose liability or responsibility with respect to any of the foregoing. As used in this Agreement, the term "Hazardous Substances" means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Laws.

Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually or in the aggregate, could that would not reasonably be expected to have a Company Material Adverse Effect, (a) the Company and each respective business of its Subsidiaries has been and are now in compliance with all Environmental Laws in effect on the date hereof; (b) the Company and each of its Subsidiaries are, and have been, conducted in compliance with all applicable Environmental Laws (as defined below), (b) each of the Company and its Subsidiaries has obtained, and are is in full compliance with, all material Permits required by applicable laws Laws for the use, storage, treatment, transportation, release, emission and disposal of raw materials, byproductsby-products, wastes and other substances used or produced by or otherwise relating to the operations of any of them; , (c) there is not now none of the real property contains any asbestos containing material or mold that may be in a condition, location or form that requires any abatement, containment or remediation to address a tangible risk to human health, and has not been any Hazardous Substance used, generated, treated, stored, transported, disposed of, released, handled or otherwise existing on, under, about, or emanating from, or to, any property owned, leased or operated by (d) except as set forth in Section 5.13(b) of the Company or Disclosure Letter, neither the Company nor any of its Subsidiaries which could impose liability has: (i) created or responsibility on assumed any liabilities, guaranties, obligations or indemnifications under any Environmental Law, consent decree or contract with any Third Party, including any Governmental Entity, related to any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries; (dii) neither the Company nor received, or been subject to, any of its Subsidiaries has received any written notice complaint, summons, citation, notice, order, claim, litigation, investigation, judicial or administrative proceedings, or judgment from any governmental agency Person, including any Governmental Entity, regarding any actual or third party of alleged violations of, or actual or potential responsibility for, or any inquiry or investigation regarding, any release or threatened release of Hazardous Substances or alleged violation of, or non-compliance withliability under, any Environmental Law, nor Laws; or (iii) any responsibility or liability under Environmental Law for any cleanup or remediation related to any hazardous materials or waste. There are no underground storage tanks located on any real property owned by the Company and its Subsidiaries aware of any information which might form the basis of any such notice; and (e) or, to the knowledge of Company’s knowledge, any real property leased by the Company, there is no site to which the Company or any of its Subsidiaries have transported or arranged for the transport of Hazardous Substances that is the subject of any environmental action. As used in this Agreement, the term "“Environmental Laws" ” means foreignLaws relating to pollution or protection of the environment or human safety or health, federalincluding matters relating to emissions, state discharges or local ------------------ lawsreleases of pollutants, statutescontaminants, ordinanceschemicals or toxic or hazardous substances into ambient air, regulationssurface water, rulesground water or land, judgments, court orders, permits and licenses that are applicable or otherwise relating to the Company and in effect on the date of this Agreement and (i) regulate or relate to the protection or clean up of the environment; the manufacture, processing, distribution, use, treatment, storage, transportationdisposal, handling, disposal transport or release handling of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; or the health and safety of persons or property, including without limitation protection of the health and safety of employees; or (ii) impose liability or responsibility with respect to any of the foregoing. As used in this Agreement, the term "Hazardous Substances" means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or such hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Lawssubstances.

Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) the Company and each of its Subsidiaries has been and are now in compliance with all Environmental Laws in effect on the date hereof; (b) the Company and each of its Subsidiaries have obtained, and are in full compliance with, all material Permits required by applicable laws for the use, storage, treatment, transportation, release, emission and disposal of raw materials, byproducts, wastes and other substances used or produced by or otherwise relating to the operations of any of them; (c) to the Company's actual knowledge, there is not now and has not been any Hazardous Substance used, generated, treated, stored, transported, disposed of, released, handled or otherwise existing on, under, about, or emanating from, or to, any property owned, leased or operated by the Company or any of its Subsidiaries which could impose liability or responsibility on the Company or any of its Subsidiaries; (d) neither the Company nor any of its Subsidiaries has received any written notice from any governmental agency or third party of alleged actual or potential responsibility for, or any inquiry or investigation regarding, any release or threatened release of Hazardous Substances or alleged violation of, or non-compliance with, any Environmental Law, nor are the Company and its Subsidiaries aware of any information which might form the basis of any such notice; and (e) to the actual knowledge of the Company, there is no site to which the Company or any of its Subsidiaries have transported or arranged for the transport of Hazardous Substances that is the subject of any environmental action. As used in this Agreement, the term "Environmental Laws" means foreign, federal, state or local ------------------ laws, statutes, ordinances, regulations, rules, judgments, court orders, permits and licenses that are applicable to the Company and in effect on the date of this Agreement and (i) regulate or relate to the protection or clean up of the environment; the use, treatment, storage, transportation, handling, disposal or release of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; or the health and safety of persons or property, including without limitation protection of the health and safety of employees; or (ii) impose liability or responsibility with respect to any of the foregoing. As used in this Agreement, the term "Hazardous Substances" means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Laws.or

Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) The respective business of the Company and each of its Subsidiaries has been are, and are now have been, conducted in material compliance with all applicable Environmental Laws in effect on the date hereof; Laws, (b) the Company and each of its Subsidiaries have obtained, and are in full compliance with, all material Permits required by applicable laws for the use, storage, treatment, transportation, release, emission and disposal of raw materials, byproducts, wastes and other substances used or produced by or otherwise relating to the operations knowledge of the Company, none of the real property contains any of them; asbestos containing material or mold that may be in a condition, location or form that requires or would be reasonably expected to in the future require any abatement, containment or remediation under any Environmental Law, (c) there is not now and has not been any Hazardous Substance used, generated, treated, stored, transported, disposed of, released, handled or otherwise existing on, under, about, or emanating from, or to, any property owned, leased or operated by except as set forth in Section 5.13(b) of the Company or any of its Subsidiaries which could impose liability or responsibility on the Company or any of its Subsidiaries; (d) Disclosure Letter, neither the Company nor any of its Subsidiaries has received has: (i) created or assumed any written notice from any governmental agency liabilities, guaranties, obligations or third party of alleged actual or potential responsibility for, or any inquiry or investigation regarding, any release or threatened release of Hazardous Substances or alleged violation of, or non-compliance with, indemnifications under any Environmental Law, nor consent decree or contract with any Third Party, including any Governmental Entity, that would reasonably be expected to result in any material liabilities under Environmental Law; (ii) received, or been subject to, any written, or to the knowledge of the Company, any verbal complaint, summons, citation, notice, order, claim, litigation, investigation, judicial or administrative proceedings, or judgment from any Person, including any Governmental Entity, regarding any actual or alleged violations of, or actual or potential liability under, any Environmental Laws; or (iii) any responsibility or liability under Environmental Law for any cleanup or remediation or other response action required thereby; (d) there are no underground storage tanks located on any real property owned by the Company and its Subsidiaries aware of or, to the Company’s knowledge, any information which might form real property leased by the basis of any such notice; and Company, (e) to the knowledge of the Company, there is are no site past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any pollutants, contaminants, chemicals or toxic or hazardous substances that would be reasonably expected to which form the basis of any claim under Environmental Law against the Company or against any Person whose liability for any such claim the Company has retained or assumed either contractually or by operation of law, or otherwise result in any costs or liabilities to Purchaser, the Surviving Corporation, the Company or any of its Subsidiaries have transported under Environmental Law, and (f) the Company has made available to Purchaser all material assessments, reports, data, results of investigations or arranged for the transport of Hazardous Substances audits that is in the subject possession or control of the Company or any of its Subsidiaries regarding environmental actionmatters pertaining to or the environmental condition of the business of the Company, or the compliance (or noncompliance) by the Company with any Environmental Laws. As used in this Agreement, the term "“Environmental Laws" ” means foreignLaws relating to pollution or protection of the environment or human safety or health, federalincluding matters relating to emissions, state discharges or local ------------------ lawsreleases of, statutesor exposure to, ordinancespollutants, regulationscontaminants, ruleschemicals or toxic or hazardous substances into ambient air, judgmentssurface water, court ordersground water or land, permits and licenses that are applicable or otherwise relating to the Company and in effect on the date of this Agreement and (i) regulate or relate to the protection or clean up of the environment; the manufacture, processing, distribution, use, treatment, storage, transportationdisposal, handling, disposal transport or release handling of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; or the health and safety of persons or property, including without limitation protection of the health and safety of employees; or (ii) impose liability or responsibility with respect to any of the foregoing. As used in this Agreement, the term "Hazardous Substances" means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or such hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Lawssubstances.