Common use of Environmental Compliance and Disclosure Clause in Contracts

Environmental Compliance and Disclosure. (a) The Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations and has filed all material notices that are required under Environmental Laws applicable to the Company and its Subsidiaries, and the Company and its Subsidiaries are in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Laws or contained in any Order issued, entered, promulgated or approved thereunder, except where the failure to file or so comply would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any of its predecessors in interest or Subsidiaries has received written notice of actual or threatened liability under CERCLA or any similar state or local statute or ordinance from any Governmental Entity or any Third Party nor has any of them received requests for information pursuant to 42 U.S.C. ss.104(e) or any similar Law. (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 Order, and the Company is not subject to any Order, relating to compliance or lack of compliance with any applicable Environmental Laws. (d) Neither the Company nor any of its Subsidiaries has received written notice that it is subject to any Liability incurred, imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company, its Subsidiaries, its predecessors in interest or any of their Representatives. (e) All Hazardous Materials used or generated at any time at any facility of the Company have been disposed of by the Company in accordance with all Environmental Laws.

Environmental Compliance and Disclosure. (a) The Each of the Company and the Subsidiaries possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations and has filed all material notices that are required under Environmental Laws applicable to the Company and its the Subsidiaries, and each of the Company and its the Subsidiaries are is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Laws laws or contained in any Order Law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder, except where the failure to file so comply, individually or so comply would in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any of its predecessors in interest or Subsidiaries Subsidiary has received written notice of actual or threatened liability under CERCLA or any similar state or local statute or ordinance from any Governmental Entity or any Third Party nor has any of them received requests for information pursuant to 42 U.S.C. ss.104(e) or any similar Lawthird party. (c) Neither the Company nor any of its Subsidiaries Subsidiary has entered into or agreed to, nor or does it contemplate entering into any consent decree or order, and neither the Company or nor any of its Subsidiaries contemplate entering into, any Order, and the Company Subsidiary is not subject to any Orderjudgment, decree or judicial or administrative order relating to compliance or lack of compliance with any applicable Environmental Laws. (d) Neither the Company nor any of its Subsidiaries Subsidiary has received written notice that it is subject to any Liability incurredclaim, 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 CompanyCompany or any Subsidiary, its Subsidiariesemployees, its predecessors in interest agents or any of their Representativesrepresentatives. (e) All Hazardous Materials used or generated at any time at any facility of the Company have been disposed of by the Company in accordance with all Environmental Laws.

Environmental Compliance and Disclosure. (a) The Company possesses, and is in compliance in all material respects with, all permitsCompany Permits that are required under Environmental Laws applicable to the Company, licenses and government authorizations and has filed all material notices that are required under Environmental Laws applicable to the Company and its Subsidiaries, and the Company and its Subsidiaries are is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Laws or contained in any Order issued, entered, promulgated or approved thereunder, except in each case where the failure to file or so comply would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any of its predecessors in interest or Subsidiaries has received written notice of actual or threatened liability Liability under CERCLA or any similar state or local statute or ordinance from any Governmental Entity or any Third Party nor has any of them received requests for information pursuant to 42 U.S.C. ss.104(e§104(e) or any similar Law. (c) Neither the The Company nor any of its Subsidiaries has not entered into or agreed to, nor does the Company or any of its Subsidiaries contemplate entering into, any Order, and the Company is not subject to any Order, imposing any Liability or obligation on the Company relating to compliance or lack of compliance with any applicable Environmental Laws. (d) Neither the The Company nor any of its Subsidiaries has not received written notice that it is subject to any Liability incurred, imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company, its Subsidiaries, its predecessors in interest or any of their respective Representatives. (e) The Company has not (i) produced, processed, manufactured, generated, transported, treated, handled, used, stored, disposed of or released any Hazardous Materials, except in compliance with applicable Environmental Laws, at any present or past facility of the Company or (ii) exposed any employee of the Company or any Third Party to any Hazardous Materials, in each case, under circumstances reasonably expected to give rise to any material Liability under any Environmental Law applicable to the Company. All Hazardous Materials used or generated at any time at any facility (past or present) of the Company have has been disposed of by the Company in accordance with all applicable Environmental Laws.

Environmental Compliance and Disclosure. (a) The Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each of the Company and the Subsidiaries (i) possesses, and is in compliance in all material respects with, with all permits, licenses and government governmental authorizations and has filed all material notices that are required under Environmental Laws applicable to the Company and its the Subsidiaries, and the Company and its Subsidiaries are (ii) is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Laws therein or contained in any Order Environmental Law, or in any order, decree, plan, notice, permit or demand letter issued, entered, promulgated or approved thereunder, except where including, but not limited to, with respect to the failure to file use, storage, treatment, manufacture, generation, disposal and handling of Hazardous Materials. (b) Except as would not, individually or so comply would not reasonably be expected to in the aggregate, have a Company Material Adverse Effect. , (bi) Neither neither the Company nor any of its predecessors in interest or Subsidiaries Subsidiary has received written notice of actual or threatened liability under CERCLA or any similar state or local statute or ordinance from any Governmental Entity governmental agency or any Third Party nor has third party and (ii) to the Knowledge of the Company, there is no fact that could reasonably be expected to result in a claim against the Company or any of them received requests for information pursuant to 42 U.S.C. ss.104(e) Company Subsidiary under any Environmental Laws including, without limitation, CERCLA or any similar Lawlocal, state or foreign Law with respect to any on-site or off-site location. (c) Neither Except as would not, individually or in the aggregate, have a Company nor Material Adverse Effect, no Hazardous Materials have ever been, are being, or 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 of its Subsidiaries has entered into plant, facility, site, area or agreed to, nor does property currently or previously owned or leased by the Company or any of its Subsidiaries contemplate entering into, any Order, and Subsidiary or on which the Company or any Subsidiary is not subject to any Order, relating to compliance conducting or lack of compliance with any applicable Environmental Lawshas conducted its business or operations. (d) 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. (e) Neither the Company nor any Subsidiary is subject to any administrative or judicial proceeding pursuant to and neither the Company nor any Subsidiary has been alleged to be in violation of applicable Environmental Laws or regulations, either now or any time since the Spin-Off Date, other than violations that would not, individually or in the aggregate, have a Company Material Adverse Effect. (f) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) neither the Company nor any Subsidiary has received written notice that it is subject to any Liability incurredclaim, 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 CompanyCompany or any Subsidiary, its Subsidiariesemployees, its predecessors in interest agents or representatives or arising out of the ownership, use, control or operation by the Company or any Subsidiary of their Representativesany plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned, leased, or otherwise operated upon by the Company or any Subsidiary) and (ii) there is no basis for any such notice and none is threatened or foreseen. (eg) All Hazardous Materials used Except as would not have, individually or generated at in the aggregate, a Company Material Adverse Effect, neither the Company nor any time at Subsidiary has paid any facility fines, penalties or assessments since the Spin-Off Date pursuant to any Environmental Law. (h) None of the owned or leased real property, improvements and equipment of the Company have been and the Subsidiaries contain any asbestos, PCBs, underground storage tanks, open or closed pits, sumps or other containers on or under any such real property, improvements or equipment, except where the presence of asbestos, PBCs, underground storage tanks, open or closed pits, sumps or other containers would not have, individually or in the aggregate, a Company Material Adverse Effect. (i) None of the Company and the Subsidiaries has imported, manufactured, stored, used, transported, treated or disposed of by the Company any Hazardous Materials other than in accordance compliance with all Environmental Laws, except where the failure to so comply would not have, individually or in the aggregate, a Company Material Adverse Effect.

Environmental Compliance and Disclosure. Except as set forth on Schedule 3.13 to the Company Disclosure Schedule: (a) The Each of the Company and its Subsidiaries possesses, and is in compliance in all material respects respect with, all permits, licenses and government governmental authorizations and has filed all material notices that are required under Environmental Laws under, all federal and state environmental laws applicable to the Company and its Subsidiariesor any Subsidiary, as applicable, and the Company and its Subsidiaries are in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Laws or contained in any Order issued, entered, promulgated or approved thereunder, except where the failure to file or so comply would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither neither the Company nor any of its predecessors in interest or Subsidiaries Subsidiary has received written notice of actual or threatened liability under CERCLA the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") or any similar state or local statute or ordinance from any Governmental Entity governmental agency or any Third Party third party and, 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 or any Subsidiary under any federal or state environmental laws with respect to any on-site or off-site location; and none of the assets owned by the Company or any Subsidiary or any real property leased by the Company or any Subsidiary contain any friable asbestos, regulated PCBs or underground storage tanks. (b) Neither the Company nor any Subsidiary has been subject to any of them received requests for information administrative or judicial proceeding pursuant to 42 U.S.C. ss.104(e) 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 similar Law.time during the past five years; and (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 Order, and the Company is not subject to any Order, relating to compliance or lack of compliance with any applicable Environmental Laws. (d) Neither the Company nor any of its Subsidiaries Subsidiary has received written notice that it is subject to any Liability incurredclaim, 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 environmental law and arising out of there is no basis for any act or omission such notice and, to the knowledge of the Company, its Subsidiaries, its predecessors in interest none are threatened or any of their Representativesforeseen. (e) All Hazardous Materials used or generated at any time at any facility of the Company have been disposed of by the Company in accordance with all Environmental Laws.

Environmental Compliance and Disclosure. (a) The Each of the Company and each Company Subsidiary possesses, and is in compliance in all material respects with, all permits, licenses and government governmental authorizations and has filed all material notices that are required under under, all Environmental Laws (as hereinafter defined) applicable to the Company and its Subsidiariesor any Company Subsidiary, as applicable, and the Company and its Subsidiaries are each Company Subsidiary is in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental Laws or contained in any Order issued, entered, Law promulgated or approved thereunder, except where including, but not limited to, with respect to the failure to file or so comply would not reasonably be expected to have a Company Material Adverse Effectuse, storage, treatment, manufacture, generation, disposal and handling of Hazardous Materials (as hereinafter defined). (b) Neither the Company nor any of its predecessors in interest or Subsidiaries Company Subsidiary has received written notice of actual or threatened liability under CERCLA the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") or any similar state or local statute or ordinance from any Governmental Entity governmental agency or any Third Party nor has third party and, to the Knowledge of the Company, there are no facts or circumstances which would reasonably be expected to form the basis for the assertion of any of them received requests for information pursuant to 42 U.S.C. ss.104(e) material claim against the Company or any Company Subsidiary under any Environmental Laws including, without limitation, CERCLA or any similar Lawlocal, state or foreign Law with respect to any on-site or off-site location. (c) Neither To the Company nor any Knowledge of its Subsidiaries has entered into or agreed tothe Company, nor does none of the assets owned by the Company or any of its Subsidiaries contemplate entering into, Company Subsidiary or any Order, and real property leased by the Company or any Company Subsidiary contain any friable asbestos, regulated PCBs or underground storage tanks. To the Knowledge of the Company, no amount of Hazardous Materials has ever been, is not subject being, or is threatened to be Released under, in or upon any Orderplant, relating facility, site, area or property currently, or, to compliance the Knowledge of the Company, previously, owned or lack leased by the Company or any Company Subsidiary or on which the Company or any Company Subsidiary is conducting or has conducted its business or operations, in each case which would reasonably be expected to result in any material liability of compliance with any applicable Environmental Lawsthe Company. (d) Neither the Company nor any Company Subsidiary has entered into or agreed to, nor is it currently discussing with any Governmental Entity entering into, any consent decree or order, and neither the Company nor any Company 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. (e) Neither the Company nor any Company Subsidiary has been subject to any administrative or judicial proceeding under any applicable Environmental Laws or regulations either now or any time during the past five years. (f) Neither the Company nor any Company Subsidiary has received written notice that it is subject to any Liability incurredclaim, 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 Company Subsidiary, its employees, agents or representatives or, to the Knowledge of the Company, its Subsidiariesarising out of the ownership, its predecessors in interest use, control or operation by the Company or any Company Subsidiary of their Representativesany 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 Company Subsidiary) or any other area on which the Company or any Company Subsidiary is conducting or has conducted its business or operations from which any Hazardous Materials were Released and, to the Knowledge of the Company, no such notices are threatened in writing. (eg) All Hazardous Materials used or generated at any time at any facility The Company has heretofore provided Purchaser with true, correct and complete copies of all files of the Company have been disposed of by and each Company Subsidiary relating to environmental matters (or an opportunity to review such files). Neither the Company nor any Company Subsidiary has paid any fines, penalties or assessments within the last five years with respect to environmental matters. (h) As used in accordance with all this Section 3.22, the term "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, placing or otherwise causing to become located in any plant, facility, site, area or other property or the Environment, and the term "Environment" means any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air). As used in this Section 3.16, the term "Environmental Laws" means any and all past and present Laws (including without limitation statutes and regulations) of the United States, including, without limitation, federal and state Laws and the Laws or any political subdivision thereof, and for the protection of the environment or human health and safety, including without limitation, judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. 9601 et seq.), the Clean Air Act (42 U.S.C. Sections 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), the Clean Water Act (33 U.S.C. Sections 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. Sections 651 et seq.), the Toxic Substance Control Act (15 U.S.C. Sections 2601 et seq.), and the Safe Drinking Water Act (42 U.S.C. Sections 300f et seq.), as well as any and all Laws that relate to pollution, contamination of the environment, protection of human health, or safety, and all regulations, rules, standards, requirements, orders and permits issued thereunder. As used in this Section 3.16, the term "Hazardous Materials" means any pollutant, hazardous substance, toxic, radioactive, ignitable, reactive or corrosive substance, hazardous waste, petroleum or petroleum-derived substance or waste as defined or regulated under any Environmental Law.

Environmental Compliance and Disclosure. Except as set forth in the Company SEC Reports filed prior to the date hereof or in Section 3.17 of the Company Disclosure Letter: (a) The Except where the failure to so possess, notify or comply would not reasonably be expected to, individually or in the aggregate, have a Company possessesMaterial Adverse Effect, each of the Company and the Subsidiaries, and is their respective operations and facilities, to the knowledge of the Company, (i) have, and maintain in compliance in all material respects withfull force and effect, all permits, licenses and government authorizations and has required by applicable Environmental Laws; (ii) have filed all material notices that are required under by applicable Environmental Laws applicable to the Company Laws; and its Subsidiaries, and the Company and its Subsidiaries (iii) are in compliance with the requirements of all applicable limitationsEnvironmental Laws; (b) Neither the Company nor any Subsidiary has received any request for information or any notice of actual or threatened material liability under the Federal Comprehensive Environmental Response, restrictionsCompensation and Liability Act, conditions42 USC 9601 et seq. ("CERCLA") or any similar state, standardslocal or foreign statute or ordinance, prohibitionsor any other Environmental Laws, requirementsfrom any Governmental Entity or any other person and, obligationsto the knowledge of the Company, schedules and timetables contained in those there 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 or contained in any Order issuedsimilar local, entered, promulgated state or approved thereunderforeign Law with respect to any on-site or off-site location, except where the failure to file or so comply such claim would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect. (bc) Neither Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its predecessors in interest or Subsidiaries has received written notice of actual or threatened liability under CERCLA or any similar state or local statute or ordinance from any Governmental Entity or any Third Party nor has any of them received requests for information pursuant to 42 U.S.C. ss.104(eSubsidiary (i) or any similar Law. (c) Neither the Company nor any of its Subsidiaries has entered into or agreed to, nor does the Company to any consent decree or any of its Subsidiaries contemplate entering into, any Order, and the Company order or is not subject to any Orderjudgment, decree or judicial order relating to compliance with Environmental Laws or lack the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of compliance Hazardous Materials, and no investigation, Litigation or other proceeding is pending or, to the knowledge of the Company, threatened with respect thereto, (ii) has a contractual indemnification obligation or indemnification obligation under Law in connection with any applicable claim pending or, to the knowledge of the Company, threatened by any third-party indemnitee for any liability under any Environmental LawsLaw or relating to any Hazardous Materials, or (iii) has entered into any agreement with any person pursuant to which the Company has assumed responsibility for, or otherwise agreed to contribute to the investigation, assessment or remediation of conditions resulting from a release of Hazardous Materials into the indoor or outdoor environment related to the handling of Hazardous Materials. (d) Neither None of the Company nor any of its Subsidiaries has received written notice that it is subject real property currently nor, to any Liability incurred, imposed or based upon any provision of any Environmental Law and arising out of any act or omission the knowledge of the Company, its Subsidiaries, its predecessors in interest formerly owned or leased by the Company or any Subsidiary is listed or, to the knowledge of their Representativesthe Company, proposed for listing on the "National Priorities List" under CERCLA, or any similar state list of sites requiring investigation or cleanup. (e) All Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, to the knowledge of the Company, no Hazardous Materials used Material has been released (as defined by CERCLA or generated at any time at any facility other Environmental Law) into the air, soil or groundwater as a result of the textile rental and envelope operations of the Company have been disposed of or any Subsidiary, or at, from, under or on any facility currently or formerly owned or operated by the Company or any Subsidiary that has resulted, or that could reasonably be expected to result, in accordance with all Environmental Lawsany remediation obligation to either the Company or any Subsidiary.