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 as set forth in the aggregateCompany Disclosure Letter, (a) each of the Company and the Subsidiaries possesses, and is in compliance in all material respects with, all material permits, licenses and government authorizations and has filed all notices that are required under Environmental Laws applicable to the Company and the Subsidiaries, and each of the Company and the Subsidiaries is in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder; (b) neither the Company nor any Subsidiary has received notice of actual or threatened liability under CERCLA or any similar state or local statute or ordinance from any governmental agency or any third party and, to the knowledge of the Company, there are no facts or circumstances which could not reasonably be expected to have a Material Adverse Effect, (a) form 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 basis 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 assertion 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 claim against the Company or any of its Subsidiaries which could impose liability Subsidiary under any Environmental Laws including CERCLA or responsibility on any similar local, state or foreign Law with respect to any on-site or off-site location; (c) neither the Company nor any Subsidiary has entered into or agreed to, or does it contemplate entering into any consent decree or order, and neither the Company nor any Subsidiary is subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of its Subsidiaries; Hazardous Materials under, any applicable Environmental Laws; (d) neither the Company nor any Subsidiary has been subject to any administrative or judicial proceeding pursuant to and, to the knowledge of its Subsidiaries the Company, neither the Company nor any Subsidiary has been alleged to be in violation of applicable Environmental Laws or regulations either now or any time during the past five years; (e) neither the Company nor any Subsidiary has received notice that it is subject to any written notice claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company or any Subsidiary, its employees, agents or representatives or, to the knowledge of the Company, arising out of the ownership, use, control or operation by the Company or any Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by the Company or any Subsidiary) from which any governmental agency Hazardous Materials were released into the environment (the term "release" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or third party of alleged actual disposing into the environment, and the term "environment" meaning any surface or potential responsibility forground water, drinking water supply, soil, surface or subsurface strata or medium, or any inquiry or investigation regardingthe ambient air); (f) the Company has heretofore provided the Parent with true, any release or threatened release correct and complete copies of Hazardous Substances or alleged violation of, or non-compliance with, any Environmental Law, nor are all files of the Company and its the Subsidiaries aware of relating to environmental matters (or an opportunity to review such files) that have arisen in the last five years; (g) neither the Company nor any information which might form Subsidiary has paid any fines, penalties or assessments within the basis of any such notice; and last five years with respect to environmental matters; (eh) to the knowledge of the Company, there is no site to which none of the Company owned or any leased real property, improvements and equipment 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 the Subsidiaries contain any asbestos, PCBs, underground storage tanks, open or closed pits, sumps or other containers on the date of this Agreement and or under any such real property, improvements or equipment; and (i) regulate or relate to the protection or clean up none of the environment; Company and the useSubsidiaries has imported, treatmentmanufactured, storagestored, transportationused, handlingoperated, disposal transported, treated or release disposed of any Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or Materials 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 than in compliance 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 all 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 as --------------------------------------- that, individually disclosed in the Recent SEC Reports or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (a) The Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations and has filed all notices that are required under local, state and federal Laws and regulations relating to protection of the environment, pollution control, product registration and hazardous materials ("Environmental Laws") applicable to the Company, and the Company and each of its Subsidiaries has been and are now is in compliance in all material respects with all Environmental Laws applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in effect on the date hereof; those laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder; (b) the 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 usedreceived notice of actual or threatened liability under the Federal Comprehensive Environmental Response, 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 Compensation and Liability Act ("CERCLA") or any of its Subsidiaries which could impose liability similar state or responsibility on the Company local statute or any of its Subsidiaries; (d) neither the Company nor any of its Subsidiaries has received any written notice ordinance from any governmental agency or any third party of alleged actual or potential responsibility forand, 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 are no facts or circumstances which could form the basis for the assertion of any claim against the Company under any Environmental Laws including, without limitation, CERCLA or any similar local, state or foreign Law with respect to any on-site or off-site location; (c) The Company has neither entered into or agreed to, nor does it contemplate entering into any consent decree or order, and is no site not subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of hazardous materials under, any applicable Environmental Laws; (d) The Company has not been subject to any administrative or judicial proceeding pursuant to and, to the knowledge of the Company, has not been alleged to be in violation of, applicable Environmental Laws or regulations either now or any time during the past five years; (e) The Company has not received notice that it is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company, its employees, agents or representatives or, to the knowledge of the Company, arising out of the ownership, use, control or operation by the Company of any plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by the Company) from which any hazardous materials were released into the environment (the term "release" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term "environment" meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air); (f) The Company has heretofore furnished or made available to Parent true, correct and complete copies of all files of the Company relating to environmental matters (or an opportunity to review such files). The Company has not paid any fines, penalties or assessments within the last five years with respect to environmental matters; and (g) To the Company's knowledge, none of the assets owned by the Company or any of its Subsidiaries have transported real property leased by the Company contain any friable asbestos, regulated PCBs or arranged for the transport of Hazardous Substances that is the subject of any environmental action. underground storage tanks. (h) 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 AgreementSection 3.18, the term "Hazardous SubstancesMaterials" means any waste, pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material toxic, ignitable, reactive or corrosive substance, hazardous waste, special waste, industrial substance, by- product, process intermediate product or waste, whether solidpetroleum or petroleum-derived substance or waste, chemical liquids or solids, liquid or gasgaseous products, that or any constituent of any such substance or waste, the use, handling or disposal of which by the Company is in any way governed by or subject to regulationany applicable Law, control rule or remediation under regulation of any Environmental LawsGovernmental Entity.

Environmental Compliance and Disclosure. (a) Except for any matters --------------------------------------- that, set forth in the Company Disclosure Schedule or any other matters which individually or in the aggregate, could aggregate would not reasonably be expected to have a Company Material Adverse Effect, : (ai) the Company and each of its Subsidiaries has been and are now subsidiaries is in material compliance with all applicable Laws relating to Environmental Laws in effect on the date hereofMatters (as defined below) ("Environmental Laws"); (bii) the Company and each of its Subsidiaries have subsidiaries has obtained, and are is in full compliance with, all material Permits licenses, permits, authorizations, consents and approvals required by applicable laws for the useEnvironmental Laws; (iii) there are no past or present events, storageconditions, treatmentactivities or practices that would prevent compliance or continued compliance with any Environmental Law or give rise to any Environmental Liability (as defined below); and (iv) there are no claims either by any Governmental Authority or any third party pending, 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 usedCompany's knowledge, 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 threatened against the Company or any of its Subsidiaries which could impose liability subsidiaries arising from any Environmental Matter. The Company has provided to Purchaser all material environmental reports, audits and assessments, and all other material environmental documents, pertaining to the Company, its subsidiaries or responsibility on any of their current or former facilities, to the extent the foregoing were issued after January 1, 1995 and are in the possession, custody or control of the Company or any of its Subsidiaries; (d) neither subsidiaries, to the Company nor any of its Subsidiaries has received any written notice from any governmental agency or extent not subject to 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 agreements. (eb) 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 LawsMatters" means foreign, federal, state any matter arising out of or local ------------------ laws, statutes, ordinances, regulations, rules, judgments, court orders, permits and licenses that are applicable relating to the Company and in effect on the date of this Agreement and (i) regulate pollution or relate to the protection or clean up of the environment; , including, without limitation, matters relating to, emissions, discharges, releases, exposures, or threatened releases of substances that are defined in any applicable Environmental Law as pollutants, contaminants, or hazardous or toxic materials or wastes including petroleum and its fractions, radiation and polychlorinated biphenols ("Hazardous Materials") into ambient air, surface water, ground water, or land, or otherwise relating to 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 foregoingMaterials. As used in this Agreement, the term "Hazardous SubstancesEnvironmental Liability" means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable liability 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 obligation arising under any Environmental LawsLaw, or under any other theory of law or equity (including, without limitation, any liability for personal injury, property damage or remediation) arising from or relating to any Environmental Matters.

Environmental Compliance and Disclosure. (a) Except as set forth on SCHEDULE 6.17 or except for any matters --------------------------------------- that, which individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect, (ai) the Company and each of its Subsidiaries has been and are now is in full compliance with all applicable Laws relating to Environmental Laws in effect on the date hereofMatters (as defined below); (bii) the Company and each of its Subsidiaries have 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 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 (eiii) to the knowledge of the Company's knowledge, there is are no site past or present events, conditions, activities or practices that would prevent compliance or continued compliance with any Law or give rise 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. Environmental Liability (as defined below). (b) As used in this Agreement, the term "Environmental LawsENVIRONMENTAL MATTERS" means foreign, federal, state any matter arising out of or local ------------------ laws, statutes, ordinances, regulations, rules, judgments, court orders, permits and licenses that are applicable relating to the Company and in effect on the date of this Agreement and (i) regulate pollution or relate to the protection or clean up of the environment; , human safety or health, or sanitation, including matters relating to emissions, discharges, releases, exposures, or threatened releases of pollutants, contaminants, or hazardous or toxic materials or wastes including petroleum and its fractions, radiation, biohazards and all toxic agents of whatever type or nature into ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transportationdisposal, transport or handling of pollutants, contaminants or hazardous or toxic materials or wastes including petroleum and its fractions, radiation, biohazards and all toxic agents of whatever type or nature. "ENVIRONMENTAL LIABILITY" shall mean any liability or obligation arising under any Law or under any other current theory of law or equity (including, without limitation, any liability for personal injury, property damage or remediation) that results from, or is based upon or related to, the manufacture, processing, distribution, use, treatment, storage, disposal, transport or 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 emission, discharge, release, exposures or threatened release into the environment, 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, chemicalcontaminant, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compoundindustrial, toxic or hazardous substance, material substance or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Laws.

Environmental Compliance and Disclosure. (a) Except for any matters --------------------------------------- that, which individually or in the aggregate, could aggregate would not reasonably be expected to have a Material Adverse Effect, (ai) the Company and each of its Subsidiaries is in compliance with all applicable Laws relating to Environmental Matters (as defined below); (ii) 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 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; (ciii) to the Company's knowledge, there are no past or present events, conditions, activities or practices that would prevent compliance or continued compliance with any Law or give rise to any Environmental Liability (as defined below); and (iv) there is not now and has not been are no claims either by any Hazardous Substance used, generated, treated, stored, transported, disposed of, released, handled Governmental Authority or otherwise existing on, under, aboutany third party pending, or emanating fromto the Company's knowledge, or to, any property owned, leased or operated by threatened against 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 subsidiaries arising 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 Matter. (eb) 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 LawsMatters" means foreign, federal, state any matter arising out of or local ------------------ laws, statutes, ordinances, regulations, rules, judgments, court orders, permits and licenses that are applicable relating to the Company and in effect on the date of this Agreement and (i) regulate pollution or relate to the protection or clean up of the environment; , human safety or health, or sanitation, including, without limitation, matters relating to food preparation and handling, emissions, discharges, releases, exposures, or threatened releases of pollutants, contaminants, or hazardous or toxic materials or wastes including petroleum and its fractions, radiation, polychlorinated byphenols, biohazards and all toxic agents of whatever type or nature into ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transportationdisposal, handlingtransport or handling of pollutants, disposal contaminants or release hazardous or toxic materials or wastes including petroleum and its factions, radiation, biohazards and all toxic agents of Hazardous Substances, the preservation whatever type 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 foregoingnature. As used in this Agreement, the term "Hazardous SubstancesEnvironmental Liability" means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable liability 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 obligation arising under any Law or under any other theory of law or equity (including, without limitation, any liability for personal injury, property damage or remediation) arising from or relating to any Environmental LawsMatters.

Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually as disclosed in the Recent SEC Reports or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (a) The Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations and has filed all notices that are required under local, state and federal Laws and regulations relating to protection of the environment, pollution control, product registration and hazardous materials ("Environmental Laws") applicable to the Company, and the Company and each of its Subsidiaries has been and are now is in compliance in all material respects with all Environmental Laws applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in effect on the date hereofthose laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder; (b) the 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 usedreceived notice of actual or threatened liability under the Federal Comprehensive Environmental Response, 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 Compensation and Liability Act ("CERCLA") or any of its Subsidiaries which could impose liability similar state or responsibility on the Company local statute or any of its Subsidiaries; (d) neither the Company nor any of its Subsidiaries has received any written notice ordinance from any governmental agency or any third party of alleged actual or potential responsibility forand, 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 are no site to facts or circumstances which could form the basis for the assertion of any claim against the Company under any Environmental Laws including, without limitation, CERCLA 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, federalsimilar local, 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 foreign Law with respect to any on-site or off-site location; (c) The Company has neither entered into or agreed to, nor does it contemplate entering into any consent decree or order, and is not subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of hazardous materials under, any applicable Environmental Laws; (d) The Company has not been subject to any administrative or judicial proceeding pursuant to and, to the knowledge of the foregoing. As used Company, has not been alleged to be in this Agreementviolation of, applicable Environmental Laws or regulations either now or any time during the past five years; (e) The Company has not received notice that it is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company, its employees, agents or representatives or, to the knowledge of the Company, arising out of the ownership, use, control or operation by the Company of any plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by the Company) from which any hazardous materials were released into the environment (the term "Hazardous Substancesrelease" means meaning any pollutantspilling, chemicalleaking, substance pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term "environment" meaning any toxicsurface or ground water, infectiousdrinking water supply, carcinogenicsoil, reactive, corrosive, ignitable surface or flammable chemicalsubsurface strata or medium, or chemical compoundthe ambient air); (f) The Company has heretofore furnished or made available to Parent true, correct and complete copies of all files of the Company relating to environmental matters (or hazardous substancean opportunity to review such files). The Company has not paid any fines, material penalties or waste, whether solid, liquid or gas, that is subject assessments within the last five years with respect to regulation, control or remediation under any Environmental Laws.environmental matters; and

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.

Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually or as set forth in Section 4.17 of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (a) The Company and each of its Subsidiaries possess, and are in compliance with, all permits, licenses and government authorizations and have filed all notices that are required under local, state and federal Laws and regulations relating to protection of the environment, pollution control, product registration and hazardous materials ("Environmental Laws") applicable to the Company and each of its Subsidiaries, and the Company and each of its Subsidiaries has been and are now in compliance with all Environmental Laws applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in effect on the date hereof; those laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder; (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 Neither the Company nor any of its Subsidiaries has received notice of actual or threatened liability under the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") or any written notice similar state or local statute or ordinance from any governmental agency or any third party of alleged actual party, and there are no facts 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 circumstances which might could form the basis for the assertion of any such notice; and (e) to the knowledge of the Company, there is no site to which claim against the Company or any of its Subsidiaries have transported under any Environmental Laws including, without limitation, CERCLA 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, federalsimilar local, 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 foreign Law with respect to any on-site or off-site location; (c) Neither the Company nor any of its Subsidiaries has entered into or agreed to, nor does the Company or any of its Subsidiaries contemplate entering into any consent decree or order, and are not subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of hazardous materials under, any applicable Environmental Laws; (d) Neither the Company nor any of its Subsidiaries has been subject to any administrative or judicial proceeding pursuant to and, to the Knowledge of the foregoing. As used Company, has not been alleged to be in this Agreementviolation of, applicable Environmental Laws or regulations either now or any time during the past five years; (e) Neither the Company nor any of its Subsidiaries has received notice that it is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company or any of its Subsidiaries, its employees, agents or representatives or, to the Knowledge of the Company, arising out of the ownership, use, control or operation by the Company or any of its Subsidiaries of any plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by the Company or any of its Subsidiaries) from which any hazardous materials were released into the environment (the term "Hazardous Substancesrelease" means meaning any pollutantspilling, chemicalleaking, substance pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term "environment" meaning any toxicsurface or ground water, infectiousdrinking water supply, carcinogenicsoil, reactive, corrosive, ignitable surface or flammable chemicalsubsurface strata or medium, or chemical compoundthe ambient air); (f) The Company has heretofore provided Parent with correct and complete copies of all files of the Company and its Subsidiaries relating to environmental matters (or an opportunity to review such files). Neither the Company nor any of its Subsidiaries has paid any fines, penalties or hazardous substanceassessments within the last five years with respect to environmental matters; and (g) None of the assets owned by the Company or any of its Subsidiaries or any real property leased by the Company or any of its Subsidiaries contain any friable asbestos, material regulated PCBs or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Lawsunderground storage tanks.

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 as set --------------------------------------- that, individually or forth in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (a) The Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations and has filed all notices that are required under local, state and federal Laws and regulations relating to protection of the environment, pollution control, product registration and hazardous materials ("Environmental Laws") applicable ------------------ to the Company, and the Company and each of its Subsidiaries has been and are now is in compliance with all Environmental Laws applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in effect on the date hereof; those laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder; (b) the 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 usedreceived notice of actual or threatened liability under the Federal Comprehensive Environmental Response, 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 Compensation and Liability Act ("CERCLA") or any of its Subsidiaries which could impose liability similar state or responsibility on the Company local statute or any of its Subsidiaries; (d) neither the Company nor any of its Subsidiaries has received any written notice ordinance ------ from any governmental agency or any third party of alleged actual or potential responsibility forand, 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 are no facts or circumstances which could form the basis for the assertion of any claim against the Company under any Environmental Laws including, without limitation, CERCLA or any similar local, state or foreign Law with respect to any on-site or off-site location; (c) The Company has neither entered into nor agreed to, nor does it contemplate entering into any consent decree or order, and is no site not subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of hazardous materials under, any applicable Environmental Laws; (d) The Company has not been subject to any administrative or judicial proceeding pursuant to and, to the knowledge of the Company, has not been alleged to be in violation of, applicable Environmental Laws or regulations either now or any time during the past five years; (e) The Company has not received notice that it is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company, its employees, agents or representatives or, to the knowledge of the Company, arising out of the ownership, use, control or operation by the Company of any plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by the Company) from which any hazardous materials were released into the environment (the term "release" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term "environment" meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air); (f) The Company has heretofore provided Parent with true, correct and complete copies of all files of the Company relating to environmental matters (or an opportunity to review such files). The Company has not paid any fines, penalties or assessments within the last five years with respect to environmental matters; and (g) To the Company's knowledge, none of the assets owned by the Company or any of its Subsidiaries have transported real property leased by the Company contain any friable asbestos, regulated PCBs or arranged for the transport of Hazardous Substances that is the subject of any environmental actionunderground storage tanks. 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 AgreementSection 3.18, the term "Hazardous SubstancesMaterials" means any ------------------- waste, pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material toxic, ignitable, reactive or corrosive substance, hazardous waste, special waste, industrial substance, by-product, process intermediate product or waste, whether solidpetroleum or petroleum-derived substance or waste, chemical liquids or solids, liquid or gasgaseous products, that or any constituent of any such substance or waste, the use, handling or disposal of which by the Company is in any way governed by or subject to regulationany applicable Law, control rule or remediation under regulation of any Environmental LawsGovernmental Entity.

Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually or as set forth in Section 3.17 of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (a) Each of the Company and its Subsidiaries has filed all notices or other information that are required under all Environmental Laws (as hereinafter defined) applicable to the Company or any Subsidiary. Each of the Company and its Subsidiaries possesses, and is in material compliance with, all permits, licenses, consents, and any other governmental authorizations or approvals (hereinafter "Environmental Permits") required under Environmental Laws. The Company and each of its Subsidiaries has been and are now is in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental Laws Permits or contained in effect on the date hereof; (b) the Company and each of its Subsidiaries have obtainedany Environmental Laws, and are in full compliance withincluding, all material Permits required by applicable laws for but not limited to, with respect to the use, storage, treatment, transportationmanufacture, releasegeneration, emission disposal and disposal handling of raw materials, byproducts, wastes and other substances used or produced by or otherwise relating to the operations of any of them; Hazardous Materials (cas hereinafter defined); (b) 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 Neither the Company nor any of its Subsidiaries Subsidiary has received notice of actual, pending or, to the knowledge of the Company, threatened Litigation, or any written notice judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency, or by arbitration or other procedure), including liability under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA") or any other Environmental Laws, from any governmental agency or any third party of alleged actual or potential responsibility forand, 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 are no facts or circumstances which could form the basis for the assertion of any claim against the Company or any Subsidiary under any Environmental Laws including, without limitation, CERCLA and RCRA, with respect to any on-site or off-site location; (c) Except as set forth in Section 3.17 of the Company Disclosure Letter no Hazardous Materials have ever been, are being, or, to the knowledge of the Company, are threatened to be, spilled, released, discharged, disposed, placed or otherwise caused to become located in buildings or the soil, sub-surface strata, air, water or ground water under, or upon any plant, facility, site, area or property currently or previously owned or leased by the Company or any Subsidiary or on which the Company or any Subsidiary is conducting or has conducted its business or operations in material violation of its Subsidiaries have transported Environmental Laws and as a result of the business or arranged for operations of the transport Company or any Subsidiary; (d) Neither the Company nor any Subsidiary has entered into or agreed to, nor does it contemplate entering into, any consent decree or order, and neither the Company nor any Subsidiary is subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of Hazardous Substances Materials under, any applicable Environmental Laws; (e) Neither the Company nor any Subsidiary has been subject to any administrative or judicial proceeding pursuant to and, to the knowledge of the Company, has not been alleged to be in violation of, applicable Environmental Laws either now or any time during the past five (5) years; (f) Neither the Company nor any Subsidiary has received notice that it is the subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Laws and arising out of any act or omission of the Company or any Subsidiary, its employees, agents or representatives or, to the knowledge of the Company, arising out of the ownership, use, control or operation by the Company or any Subsidiary of any plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by the Company or any Subsidiary) or any other area on which the Company or any Subsidiary is conducting or has conducted its business or operations from which any Hazardous Materials were released into the environment (the term "release" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term "environment" meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air) and there is no basis for any such notice and, to the knowledge of the Company, none are threatened or foreseen; (g) The Company has heretofore provided or made available to Parent true, correct and complete copies of all material files and, to the Company's knowledge, other material information in the possession of the Company and each Subsidiary relating to environmental actionmatters. Neither the Company nor any Subsidiary has paid any fines, penalties or assessments within the last five (5) years with respect to environmental matters; and (h) None of the assets owned by the Company or any Subsidiary or any real property leased by the Company or any Subsidiary contain any underground storage tanks, any friable asbestos, dioxins, or lead paint in such quantities that would require removal or remediation or that would constitute a material violation of Environmental Laws, or any regulated polychlorinated biphenyls ("PCBs"), except for those PCBs contained in electrical transformers owned by a third party. As used in this AgreementSection 3.17, the term "Environmental Laws" means foreignany and all laws (including without limitation statutes, federalregulations, and common law) of the United States, any state or local ------------------ lawspolitical subdivision thereof, statutesor any other nation or political subdivision, ordinancesfor the protection of the environment or human health and safety, including without limitation, judgments, awards, decrees, regulations, rules, judgmentsstandards, court ordersrequirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such laws, and licenses that are applicable to the Company and in effect on the date of this Agreement and shall include without limitation CERCLA (i) regulate or relate to the protection or clean up of the environment; the use, treatment, storage, transportation, handling, disposal or release of Hazardous Substances42 USC sec.sec. 9601 et seq.), the preservation or protection of waterwaysClean Air Act (42 USC sec.sec. 7401 et seq.), groundwaterRCRA (42 USC sec.sec. 6901 et seq.), drinking waterthe Clean Water Act (33 USC sec.sec. 1251 et seq.), airOSHA (29 U.S.C. sec.sec. 651 et seq.), wildlifethe Toxic Substance Control Act (15 USC sec.sec. 2601 et seq.), plants or other natural resources; or and the health and safety of persons or property, including without limitation protection of the health and safety of employees; or Safe Drinking Water Act (ii) impose liability or responsibility with respect to any of the foregoing42 USC sec.sec. 300f et seq.). As used in this AgreementSection 3.17, the term "Hazardous SubstancesMaterials" means any waste, pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material toxic, radioactive, ignitable, reactive or corrosive substance, hazardous waste, special waste, controlled waste, industrial substance, by-product, process intermediate product or waste, whether solidpetroleum or petroleum-derived substance or waste, chemical liquids or solids, liquid or gasgaseous products, that or any constituent of any such substance or waste, the use, handling or disposal of which is in any way governed by or subject to regulation, control or remediation under any Environmental LawsLaw, rule or regulation of any Governmental Entity.

Environmental Compliance and Disclosure. Except for any matters --------------------------------------- that, individually or as set forth in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (a) The Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations and has filed all notices that are required under local, state and federal Laws and regulations relating to protection of the environment, pollution control, product registration and hazardous materials ("Environmental Laws") applicable to the Company, and the Company and each of its Subsidiaries has been and are now is in compliance with all Environmental Laws applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in effect on the date hereof; those laws or contained in any Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder; (b) the 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 usedreceived notice of actual or threatened liability under the Federal Comprehensive Environmental Response, 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 Compensation and Liability Act ("CERCLA") or any of its Subsidiaries which could impose liability similar state or responsibility on the Company local statute or any of its Subsidiaries; (d) neither the Company nor any of its Subsidiaries has received any written notice ordinance from any governmental agency or any third party of alleged actual or potential responsibility forand, 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 are no facts or circumstances which could form the basis for the assertion of any claim against the Company under any Environmental Laws including, without limitation, CERCLA or any similar local, state or foreign Law with respect to any on-site or off-site location; (c) The Company has neither entered into nor agreed to, nor does it contemplate entering into any consent decree or order, and is no site not subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of hazardous materials under, any applicable Environmental Laws; (d) The Company has not been subject to any administrative or judicial proceeding pursuant to and, to the knowledge of the Company, has not been alleged to be in violation of, applicable Environmental Laws or regulations either now or any time during the past five years; (e) The Company has not received notice that it is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company, its employees, agents or representatives or, to the knowledge of the Company, arising out of the ownership, use, control or operation by the Company of any plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by the Company) from which any hazardous materials were released into the environment (the term "release" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term "environment" meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air); (f) The Company has heretofore provided Parent with true, correct and complete copies of all files of the Company relating to environmental matters (or an opportunity to review such files). The Company has not paid any fines, penalties or assessments within the last five years with respect to environmental matters; and (g) To the Company's knowledge, none of the assets owned by 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 real property leased by the Company and in effect on the date of this Agreement and (i) regulate contain any friable asbestos, regulated PCBs 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 Lawsunderground storage tanks.