Common use of Environmental, Health and Safety Laws Clause in Contracts

Environmental, Health and Safety Laws. Except as disclosed in the Company SEC Documents (a) neither the Company nor any Company Subsidiary has received any communication or notice, whether from a Governmental Entity or otherwise, alleging any violation of or noncompliance with any Environmental, Health and Safety Laws by the Company or any Company Subsidiary or for which the any of them is responsible, and there is no pending or, to the Knowledge of the Company, threatened Environmental Claim, except where such Environmental Claim would not have, or be reasonably expected to have, a Company Material Adverse Effect; (b) to the Knowledge of the Company, there are no past or present facts or circumstances that would reasonably be expected to form the basis of any Environmental Claim against the Company or any Company Subsidiary or against any person or entity whose liability for any Environmental Claim the Company or any Company Subsidiary has retained or assumed either contractually or by operation of law, except where such Environmental Claim, if made, would not have, or reasonably be expected to have, a Company Material Adverse Effect; (c) to the extent required by applicable Environmental, Health and Safety Laws, the Company and the Company Subsidiaries have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary Permits or other authorizations in a timely fashion so as to allow the Company and the Company Subsidiaries to continue to operate their businesses in compliance with applicable Environmental, Health and Safety Laws, and the Company does not expect such new or renewed Permits or other authorizations to include any terms or conditions that will have a material impact on the Company or the Company Subsidiaries; (d) the Company and the Company Subsidiaries have not, and to the Knowledge of the Company, no other person has, released, discharged, or otherwise disposed, of any Hazardous Substances on, beneath or adjacent to any real property currently or formerly owned, operated or leased by the Company or the Company Subsidiaries, except for discharges of Hazardous Substances subject to a Permit pursuant to applicable Environmental, Health and Safety Law or for releases, discharges or disposals that are not likely to have, or would not reasonably be expected to have, a Company Material Adverse Effect; and (e) no employee of the Company or any Company Subsidiary, in the course of his or her employment with the Company or said Company Subsidiary, has been exposed to any Hazardous Substances during the course of his or her employment that could give rise to any claim that would have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has made available to Parent all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any Company Subsidiary with any Environmental, Health and Safety Laws. All Permits and other governmental authorizations currently held or required to be held by the Company and its Subsidiaries pursuant to any Environmental, Health and Safety Laws are set forth in SECTION 4.21 of the Company Disclosure Letter, all such Permits and other authorizations are in effect, no appeal nor any other action is pending to revoke any such Permit or other authorization and the Company and the Company Subsidiaries are in compliance with all terms and conditions of all such Permits and other authorizations except where such non-compliance would not have, or would not reasonably be expected to have a Company Material Adverse Effect.

Environmental, Health and Safety Laws. Except as disclosed in the Company SEC Documents on ------------------------------------- Schedule 6.15 attached hereto and incorporated herein by this reference, (a) neither the Company nor any Company Subsidiary has received any communication or notice, whether from a Governmental Entity or otherwise, alleging any violation ------------- operations of or noncompliance such Borrower comply in all material respects with any Environmental, Health all applicable Environmental Laws and Safety Laws by the Company or any Company Subsidiary or for which the any health and safety requirements of them is responsible, and there is no pending or, to the Knowledge of the Company, threatened Environmental Claim, except where such Environmental Claim would not have, or be reasonably expected to have, a Company Material Adverse Effectlaw; (b) to the Knowledge of the Companysuch Borrower has obtained all environmental, there are no past or present facts or circumstances that would reasonably be expected to form the basis of any Environmental Claim against the Company or any Company Subsidiary or against any person or entity whose liability health and safety permits necessary for any Environmental Claim the Company or any Company Subsidiary has retained or assumed either contractually or by operation of law, except where such Environmental Claim, if made, would not have, or reasonably be expected to have, a Company Material Adverse Effect; (c) to the extent required by applicable Environmental, Health and Safety Laws, the Company and the Company Subsidiaries have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary Permits or other authorizations in a timely fashion so as to allow the Company and the Company Subsidiaries to continue to operate their businesses in compliance with applicable Environmental, Health and Safety Lawsits operation, and the Company does not expect such new or renewed Permits or other authorizations to include any terms or conditions that will have a material impact on the Company or the Company Subsidiaries; (d) the Company and the Company Subsidiaries have not, and to the Knowledge of the Company, no other person has, released, discharged, or otherwise disposed, of any Hazardous Substances on, beneath or adjacent to any real property currently or formerly owned, operated or leased by the Company or the Company Subsidiaries, except for discharges of Hazardous Substances subject to a Permit pursuant to applicable Environmental, Health and Safety Law or for releases, discharges or disposals that are not likely to have, or would not reasonably be expected to have, a Company Material Adverse Effect; and (e) no employee of the Company or any Company Subsidiary, in the course of his or her employment with the Company or said Company Subsidiary, has been exposed to any Hazardous Substances during the course of his or her employment that could give rise to any claim that would have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has made available to Parent all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any Company Subsidiary with any Environmental, Health and Safety Laws. All Permits and other governmental authorizations currently held or required to be held by the Company and its Subsidiaries pursuant to any Environmental, Health and Safety Laws are set forth in SECTION 4.21 of the Company Disclosure Letter, all such Permits and other authorizations permits are in effect, no appeal nor any other action good standing and such Borrower is pending to revoke any such Permit or other authorization and the Company and the Company Subsidiaries are in compliance with all terms and conditions of all such Permits and other authorizations except where permits; (c) neither such non-compliance would not haveBorrower nor any of its present Property or operations, or would to the best of such Borrower's knowledge, its past Property or operations, are subject to any order from or agreement with any Governmental Authority or private party respecting (i) any Environmental Laws or any health or safety requirements of law, (ii) any Remedial Action or (iii) liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (d) none of the operations of such Borrower is subject to any judicial or administrative proceeding alleging a violation of any Environmental Laws or any health or safety requirement of law; (e) none of the present or, to the best of the Borrower's knowledge, past operations of such Borrower's predecessor in interest is the subject of any investigation by any Governmental Authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (f) such Borrower has not reasonably filed any notice under any requirement of law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (g) such Borrower has not filed any notice under any applicable requirement of law reporting a Release of a Contaminant into the environment; (h) to the best of such Borrower's knowledge, there is not now, nor has there ever been on or in such Borrower's Property (i) any generation, treatment, recycling, storage or disposal of any hazardous waste, as that term is defined under 40 CFR Part 281 or any State equivalent, (ii) any underground storage tanks or surface impoundments, (iii) any asbestos-containing material, (iv) any polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (i) such Borrower has not entered into any negotiations or agreements with any Person (including, without limitation, the prior owner of such Borrower's Property) relating to any Remedial Action or environmentally related claim; (j) such Borrower has not received any notice or claim to the effect that it is or may be expected liable to have any Person as a Company Material Adverse Effectresult of the Release or threatened Release of a Contaminant into the environment; (k) such Borrower has no material contingent liability in connection with any Release or threatened Release of any Contaminants into the environment; (l) to the best of such Borrower's knowledge, no Environmental Lien has attached to any Property of such Borrower; (m) to the best of such Borrower's knowledge, such Property does not contain any asbestos-containing material; and (n) none of the products that such Borrower manufactures, distributes or sells, or, to the best of its knowledge, has ever had manufactured, distributed or sold, contains asbestos-containing material.

Environmental, Health and Safety Laws. Except as disclosed Without limiting Tenant's obligations under this Section 6, Tenant in the Company SEC Documents exercise of its rights and the performance of its obligations under this Lease shall comply, at Tenant's expense, with all local, state, or federal laws, rules, regulations, ordinances, orders and permits now existing, or as hereafter enacted, amended, or issued concerning environmental, health, or safety matters (a) neither collectively, the Company nor "Environmental Laws"). Tenant shall not use the Premises for, or permit anything to be done in or about the Property which may subject Landlord, any Company Subsidiary has received any communication or noticeguarantor, whether from a Governmental Entity or otherwise, alleging any violation of or noncompliance with any Environmental, Health and Safety Laws by the Company or any Company Subsidiary or for which mortgagee under any mortgage covering the any of them is responsible, and there is no pending orProperty, to the Knowledge of the Company, threatened liability for remediation costs or other damages or penalties under any Environmental Claim, except where such Environmental Claim would not haveLaws resulting from Tenant's use of, or be reasonably expected to haveconduct on, a Company Material Adverse Effect; (b) to the Knowledge of Property, including without limitation, the Companyuse, there are no past generation, transportation, management, handling, treatment, storage, manufacture, emission, release, disposal or present facts or circumstances that would reasonably be expected to form the basis deposit of any Environmental Claim against the Company radioactive material, hazardous or toxic wastes, hazardous or toxic substances, any material containing hazardous wastes or hazardous substances (except as they occur in normal office products or household cleaning products), or any Company Subsidiary other pollutant, contaminant, human pathogen or against any person infectious agent as such terms may now or entity whose liability for in the future be defined in any Environmental Claim Laws (collectively, "Hazardous Substances"), on the Company or any Company Subsidiary has retained or assumed either contractually or by operation of lawProperty, except where such Environmental Claimadjacent surface waters, if madesoils, would not haveunderground waters, or reasonably be expected air. Landlord shall have the right at all reasonable times upon notice to haveTenant to conduct environmental investigations, a Company Material Adverse Effect; (c) to including the extent required by applicable Environmentaltaking of samples, Health and Safety Laws, for the Company and purpose of detecting or measuring the Company Subsidiaries have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary Permits or other authorizations in a timely fashion so as to allow the Company and the Company Subsidiaries to continue to operate their businesses in compliance with applicable Environmental, Health and Safety Laws, and the Company does not expect such new or renewed Permits or other authorizations to include any terms or conditions that will have a material impact on the Company or the Company Subsidiaries; (d) the Company and the Company Subsidiaries have not, and to the Knowledge of the Company, no other person has, released, discharged, or otherwise disposed, of any Hazardous Substances on, beneath or adjacent to any real property currently or formerly owned, operated or leased by the Company or the Company Subsidiaries, except for discharges presence of Hazardous Substances subject to a Permit pursuant to applicable Environmental, Health and Safety Law or for releases, discharges or disposals that are not likely to haveon the Property. Tenant shall keep Landlord continuously informed by written notice of all Hazardous Substances which Tenant, or would not reasonably be expected Tenant's employees, agents, representatives, or contractors, generates, stores or otherwise allows on the Property. Tenant shall provide Landlord with copies of all documents received or prepared by Tenant concerning any release of a Hazardous Substance at the Property, all documents Tenant receives or prepares in connection with any violation, or alleged violation, of an Environmental Law by Tenant, and all reports or other documents Tenant is required to have, a Company Material Adverse Effect; and (e) no employee of the Company or provide any Company Subsidiary, in the course of his or her employment with the Company or said Company Subsidiary, has been exposed to governmental authority under any Environmental Law concerning any Hazardous Substances during the course of his or her employment that could give rise to any claim that would haveSubstance. Upon request by Landlord, or reasonably be expected to have, a Company Material Adverse Effect. The Company has made available to Parent Tenant shall provide Landlord with all assessments, reports, data, results of investigations or audits, and other information that which Landlord reasonably deems necessary or useful for the purpose of determining whether Tenant is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any Company Subsidiary with any Environmental, Health and Safety Laws. All Permits and other governmental authorizations currently held or required to be held by the Company and its Subsidiaries pursuant to any Environmental, Health and Safety Laws are set forth in SECTION 4.21 of the Company Disclosure Letter, all such Permits and other authorizations are in effect, no appeal nor any other action is pending to revoke any such Permit or other authorization and the Company and the Company Subsidiaries are in compliance with all terms Environmental Laws and conditions whether the Property, or any part of the Property, is contaminated by any Hazardous Substances. If Tenant or the Premises is in violation of any Environmental Law, or in the event of a release of Hazardous Substances into or on the Property or adjacent surface waters, soils, underground waters, or air, Tenant shall (i) immediately notify Landlord in writing of such occurrence and the action necessary to correct or mitigate such occurrence, and (ii) take such action as is necessary to mitigate and correct such violation or release. Provided, however, Landlord reserves the right, but not the obligation, to enter the Premises, to act in place of the Tenant (and Tenant hereby appoints Landlord as its agent for such purposes) and to take such action as Landlord deems necessary to ensure compliance or to mitigate the violation, at Tenant's expense. If Landlord has a reasonable belief that Tenant is in violation of any Environmental Law, or that Tenant's actions or inaction presents a threat of violation or a threat of damage to the Property, Landlord reserves the right to enter the Premises and take such corrective or mitigating action as Landlord reasonably deems necessary. All costs and expenses incurred by Landlord in connection with any such actions shall become immediately due and payable by Tenant upon presentation of an invoice therefor. Tenant shall not conduct or permit others to conduct environmental testing on the Premises without first obtaining Landlord's written consent. Tenant shall promptly inform Landlord of the existence of any environmental study, evaluation, investigation or results of any environmental testing conducted on the Premises whenever the same becomes known to Tenant and Tenant shall provide copies to Landlord, upon request by Landlord and at no cost to Landlord. Notwithstanding the foregoing, in no event shall Tenant be responsible for or liable to Landlord for any Hazardous Substances located in the Premises that existed or were released upon the Premises prior to the Commencement Date of this Lease. In addition, Landlord hereby agrees to indemnify Tenant for all such Permits remediation costs and other authorizations except where such non-compliance would not havedamages resulting form any spill or discharge of hazardous substances caused by the gross negligence of Landlord to the full extent of Landlord's negligence. Landlord represents and warrants that to the best of its knowledge, or would not reasonably be expected to have a Company Material Adverse Effectthe Premises are free of any Hazardous Substances.

Environmental, Health and Safety Laws. Except as disclosed Without limiting Tenant's obligations under this Section 6, Tenant in the Company SEC Documents exercise of its rights and the performance of its obligations under this Lease shall comply, at Tenant's expense, with all local, state, or federal laws, rules, regulations, ordinances, orders and permits now existing, or as hereafter enacted, amended, or issued concerning environmental, health, or safety matters (a) neither collectively, the Company nor "Environmental Laws"). Tenant shall not use the Premises for, or permit anything to be done in or about the Property which may subject Landlord, any Company Subsidiary has received any communication or noticeguarantor, whether from a Governmental Entity or otherwise, alleging any violation of or noncompliance with any Environmental, Health and Safety Laws by the Company or any Company Subsidiary or for which mortgagee under any mortgage covering the any of them is responsible, and there is no pending orProperty, to the Knowledge of the Company, threatened liability for remediation costs or other damages or penalties under any Environmental Claim, except where such Environmental Claim would not haveLaws resulting from Tenant's use of, or be reasonably expected to haveconduct on, a Company Material Adverse Effect; (b) to the Knowledge of Property, including without limitation, the Companyuse, there are no past generation, transportation, management, handling, treatment, storage, manufacture, emission, release, disposal or present facts or circumstances that would reasonably be expected to form the basis deposit of any Environmental Claim against the Company radioactive material, hazardous or toxic wastes, hazardous or toxic substances, any material containing hazardous wastes or hazardous substances (except as they occur in normal office products or household cleaning products), or any Company Subsidiary other pollutant, contaminant, human pathogen or against any person infectious agent as such terms may now or entity whose liability for in the future be defined in any Environmental Claim Laws (collectively, "Hazardous Substances"), on the Company or any Company Subsidiary has retained or assumed either contractually or by operation of lawProperty, except where such Environmental Claimadjacent surface waters, if madesoils, would not haveunderground waters, or reasonably be expected air. Landlord shall have the right at all reasonable times upon notice to haveTenant to conduct environmental investigations, a Company Material Adverse Effect; (c) to including the extent required by applicable Environmentaltaking of samples, Health and Safety Laws, for the Company and purpose of detecting or measuring the Company Subsidiaries have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary Permits or other authorizations in a timely fashion so as to allow the Company and the Company Subsidiaries to continue to operate their businesses in compliance with applicable Environmental, Health and Safety Laws, and the Company does not expect such new or renewed Permits or other authorizations to include any terms or conditions that will have a material impact on the Company or the Company Subsidiaries; (d) the Company and the Company Subsidiaries have not, and to the Knowledge of the Company, no other person has, released, discharged, or otherwise disposed, of any Hazardous Substances on, beneath or adjacent to any real property currently or formerly owned, operated or leased by the Company or the Company Subsidiaries, except for discharges presence of Hazardous Substances subject to a Permit pursuant to applicable Environmental, Health and Safety Law or for releases, discharges or disposals that are not likely to haveon the Property. Tenant shall keep Landlord continuously informed by written notice of all Hazardous Substances which Tenant, or would not reasonably be expected Tenant's employees, agents, representatives, invitees, licensees, or contractors, generates, stores or otherwise allows on the Property. Tenant shall provide Landlord with copies of all documents received or prepared by Tenant concerning any release of a Hazardous Substance at the Property, all documents Tenant receives or prepares in connection with any violation, or alleged violation, of an Environmental Law by Tenant, and all reports or other documents Tenant is required to have, a Company Material Adverse Effect; and (e) no employee of the Company or provide any Company Subsidiary, in the course of his or her employment with the Company or said Company Subsidiary, has been exposed to governmental authority under any Environmental Law concerning any Hazardous Substances during Substance. Upon request by Landlord, Tenant shall provide Landlord with all other information, which Landlord reasonably deems necessary or useful for the course purpose of his or her employment that could give rise to any claim that would have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has made available to Parent all assessments, reports, data, results of investigations or audits, and other information that determining whether Tenant is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any Company Subsidiary with any Environmental, Health and Safety Laws. All Permits and other governmental authorizations currently held or required to be held by the Company and its Subsidiaries pursuant to any Environmental, Health and Safety Laws are set forth in SECTION 4.21 of the Company Disclosure Letter, all such Permits and other authorizations are in effect, no appeal nor any other action is pending to revoke any such Permit or other authorization and the Company and the Company Subsidiaries are in compliance with all terms Environmental Laws and conditions of all such Permits and other authorizations except where such non-compliance would not havewhether the Property, or would any part of the Property, is contaminated by any Hazardous Substances. If Tenant or the Premises is in violation of any Environmental Law, or in the event of a release of Hazardous Substances into or on the Property or adjacent surface waters, soils, underground waters, or air, Tenant shall (i) immediately notify Landlord in writing of such occurrence and the action necessary to correct or mitigate such occurrence, and (ii) take such action as is necessary to mitigate and correct such violation or release. Provided, however, Landlord reserves the right, but not reasonably the obligation, to enter the Premises, to act in place of the Tenant (and Tenant hereby appoints Landlord as its agent for such purposes) and to take such action as Landlord deems necessary to ensure compliance or to mitigate the violation, at Tenant's expense. If Landlord has a reasonable belief that Tenant is in violation of any Environmental Law, or that Tenant's actions or inaction presents a threat of violation or a threat of damage to the Property, Landlord reserves the right to enter the Premises and take such corrective or mitigating action as Landlord deems necessary. All costs and expenses incurred by Landlord in connection with any such actions shall become immediately due and payable by Tenant upon presentation of an invoice therefore. Tenant shall not conduct or permit others to conduct environmental testing on the Premises without first obtaining Landlord's written consent. Tenant shall promptly inform Landlord of the existence of any environmental study, evaluation, investigation or results of any environmental testing conducted on the Premises, whenever the same becomes known to Tenant and Tenant shall provide copies to Landlord, upon request by Landlord and at no cost to Landlord. Notwithstanding the foregoing, in no event shall Tenant be expected responsible for or liable to have a Company Material Adverse EffectLandlord for any Hazardous Substances located in the Premises that existed or were released upon the Premises prior to the Commencement Date of this Lease. Notwithstanding any other provisions of this Lease, Tenant's obligations and responsibilities for the proper use, storage and maintenance of Hazardous Substances and for any breach of the obligations pursuant to this Paragraph 6.3, shall survive any expiration or any termination of this Lease.

Environmental, Health and Safety Laws. Except as disclosed Without limiting Tenant's obligations under this Section 6, Tenant in the Company SEC Documents exercise of its rights and the performance of its obligations under this Lease shall comply, at Tenant's expense, with all local, state, or federal laws, rules, regulations, ordinances, orders and permits now existing, or as hereafter enacted, amended, or issued concerning environmental, health, or safety matters (a) neither collectively, the Company nor "Environmental Laws"). Tenant shall not use the Premises for, or permit anything to be done in or about the Property which may subject Landlord, any Company Subsidiary has received any communication or noticeguarantor, whether from a Governmental Entity or otherwise, alleging any violation of or noncompliance with any Environmental, Health and Safety Laws by the Company or any Company Subsidiary or for which mortgagee under any mortgage covering the any of them is responsible, and there is no pending orProperty, to the Knowledge of the Company, threatened liability for remediation costs or other damages or penalties under any Environmental Claim, except where such Environmental Claim would not haveLaws resulting from Tenant's use of, or be reasonably expected to haveconduct on, a Company Material Adverse Effect; (b) to the Knowledge of Property, including without limitation, the Companyuse, there are no past generation, transportation, management, handling, treatment, storage, manufacture, emission, release, disposal or present facts or circumstances that would reasonably be expected to form the basis deposit of any Environmental Claim against the Company radioactive material, hazardous or toxic wastes, hazardous or toxic substances, any material containing hazardous wastes or hazardous substances (except as they occur in normal office products or household cleaning products), or any Company Subsidiary other pollutant, contaminant, human pathogen or against any person infectious agent as such terms may now or entity whose liability for in the future be defined in any Environmental Claim Laws (collectively, "Hazardous Substances"), on the Company or any Company Subsidiary has retained or assumed either contractually or by operation of lawProperty, except where such Environmental Claimadjacent surface waters, if madesoils, would not haveunderground waters, or reasonably be expected air. Landlord shall have the right at all reasonable times upon notice to haveTenant to conduct environmental investigations, a Company Material Adverse Effect; (c) to including the extent required by applicable Environmentaltaking of samples, Health and Safety Laws, for the Company and purpose of detecting or measuring the Company Subsidiaries have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary Permits or other authorizations in a timely fashion so as to allow the Company and the Company Subsidiaries to continue to operate their businesses in compliance with applicable Environmental, Health and Safety Laws, and the Company does not expect such new or renewed Permits or other authorizations to include any terms or conditions that will have a material impact on the Company or the Company Subsidiaries; (d) the Company and the Company Subsidiaries have not, and to the Knowledge of the Company, no other person has, released, discharged, or otherwise disposed, of any Hazardous Substances on, beneath or adjacent to any real property currently or formerly owned, operated or leased by the Company or the Company Subsidiaries, except for discharges presence of Hazardous Substances subject to a Permit pursuant to applicable Environmental, Health and Safety Law or for releases, discharges or disposals that are not likely to haveon the Property. Tenant shall keep Landlord continuously informed by written notice of all Hazardous Substances which Tenant, or would not reasonably be expected Tenant's employees, agents, representatives, or contractors, generates, stores or otherwise allows on the Property. Tenant shall provide Landlord with copies of all documents received or prepared by Tenant concerning any release of a Hazardous Substance at the Property, all documents Tenant receives or prepares in connection with any violation, or alleged violation, of an Environmental Law by Tenant, and all reports or other documents Tenant is required to have, a Company Material Adverse Effect; and (e) no employee of the Company or provide any Company Subsidiary, in the course of his or her employment with the Company or said Company Subsidiary, has been exposed to governmental authority under any Environmental Law concerning any Hazardous Substances during the course of his or her employment that could give rise to any claim that would haveSubstance. Upon request by Landlord, or reasonably be expected to have, a Company Material Adverse Effect. The Company has made available to Parent Tenant shall provide Landlord with all assessments, reports, data, results of investigations or audits, and other information that which Landlord reasonably deems necessary or useful for the purpose of determining whether Tenant is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any Company Subsidiary with any Environmental, Health and Safety Laws. All Permits and other governmental authorizations currently held or required to be held by the Company and its Subsidiaries pursuant to any Environmental, Health and Safety Laws are set forth in SECTION 4.21 of the Company Disclosure Letter, all such Permits and other authorizations are in effect, no appeal nor any other action is pending to revoke any such Permit or other authorization and the Company and the Company Subsidiaries are in compliance with all terms Environmental Laws and conditions of all such Permits and other authorizations except where such non-compliance would not havewhether the Property, or would any part of the Property, is contaminated by any Hazardous Substances. If Tenant or the Premises is in violation of any Environmental Law, or in the event of a release of Hazardous Substances into or on the Property or adjacent surface waters, soils, underground waters, or air, Tenant shall (i) immediately notify Landlord in writing of such occurrence and the action necessary to correct or mitigate such occurrence, and (ii) take such action as is necessary to mitigate and correct such violation or release. Provided, however, Landlord reserves the right, but not reasonably the obligation, to enter the Premises, to act in place of the Tenant (and Tenant hereby appoints Landlord as its agent for such purposes) and to take such action as Landlord deems necessary to ensure compliance or to mitigate the violation, at Tenant's expense. If Landlord has a reasonable belief that Tenant is in violation of any Environmental Law, or that Tenant's actions or inaction presents a threat of violation or a threat of damage to the Property, Landlord reserves the right to enter the Premises and take such corrective or mitigating action as Landlord deems necessary. All costs and expenses incurred by Landlord in connection with any such actions shall become immediately due and payable by Tenant upon presentation of an invoice therefor. Tenant shall not conduct or permit others to conduct environmental testing on the Premises without first obtaining Landlord's written consent. Tenant shall promptly inform Landlord of the existence of any environmental study, evaluation, investigation or results of any environmental testing conducted on the Premises whenever the same becomes known to Tenant and Tenant shall provide copies to Landlord, upon request by Landlord and at no cost to Landlord. Notwithstanding the foregoing, in no event shall Tenant be expected responsible for or liable to have a Company Material Adverse EffectLandlord for any Hazardous Substances located in the Premises that existed or were released upon the Premises prior to the Commencement Date of this Lease. Landlord represents and warrants that to the best of its knowledge, the Premises are free of any Hazardous Substances.

Environmental, Health and Safety Laws. Except as ------------------------------------- disclosed in the Company SEC Documents on SCHEDULE 6.15 attached hereto and incorporated herein by ------------- this reference, (a) neither the Company nor any Company Subsidiary has received any communication or notice, whether from a Governmental Entity or otherwise, alleging any violation operations of or noncompliance such Borrower comply in all material respects with any Environmental, Health all applicable Environmental Laws and Safety Laws by the Company or any Company Subsidiary or for which the any health and safety requirements of them is responsible, and there is no pending or, to the Knowledge of the Company, threatened Environmental Claim, except where such Environmental Claim would not have, or be reasonably expected to have, a Company Material Adverse Effectlaw; (b) to the Knowledge of the Companysuch Borrower has obtained all environmental, there are no past or present facts or circumstances that would reasonably be expected to form the basis of any Environmental Claim against the Company or any Company Subsidiary or against any person or entity whose liability health and safety permits necessary for any Environmental Claim the Company or any Company Subsidiary has retained or assumed either contractually or by operation of law, except where such Environmental Claim, if made, would not have, or reasonably be expected to have, a Company Material Adverse Effect; (c) to the extent required by applicable Environmental, Health and Safety Laws, the Company and the Company Subsidiaries have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary Permits or other authorizations in a timely fashion so as to allow the Company and the Company Subsidiaries to continue to operate their businesses in compliance with applicable Environmental, Health and Safety Lawsits operation, and the Company does not expect such new or renewed Permits or other authorizations to include any terms or conditions that will have a material impact on the Company or the Company Subsidiaries; (d) the Company and the Company Subsidiaries have not, and to the Knowledge of the Company, no other person has, released, discharged, or otherwise disposed, of any Hazardous Substances on, beneath or adjacent to any real property currently or formerly owned, operated or leased by the Company or the Company Subsidiaries, except for discharges of Hazardous Substances subject to a Permit pursuant to applicable Environmental, Health and Safety Law or for releases, discharges or disposals that are not likely to have, or would not reasonably be expected to have, a Company Material Adverse Effect; and (e) no employee of the Company or any Company Subsidiary, in the course of his or her employment with the Company or said Company Subsidiary, has been exposed to any Hazardous Substances during the course of his or her employment that could give rise to any claim that would have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has made available to Parent all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any Company Subsidiary with any Environmental, Health and Safety Laws. All Permits and other governmental authorizations currently held or required to be held by the Company and its Subsidiaries pursuant to any Environmental, Health and Safety Laws are set forth in SECTION 4.21 of the Company Disclosure Letter, all such Permits and other authorizations permits are in effect, no appeal nor any other action good standing and such Borrower is pending to revoke any such Permit or other authorization and the Company and the Company Subsidiaries are in compliance with all terms and conditions of all such Permits and other authorizations except where permits; (c) neither such non-compliance would not haveBorrower nor any of its present Property or operations, or would to the best of such Borrower's knowledge, its past Property or operations, are subject to any order from or agreement with any Governmental Authority or private party respecting (i) any Environmental Laws or any health or safety requirements of law, (ii) any Remedial Action or (iii) liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (d) none of the operations of such Borrower is subject to any judicial or administrative proceeding alleging a violation of any Environmental Laws or any health or safety requirement of law; (e) none of the present or, to the best of the Borrower's knowledge, past operations of such Borrower's predecessor in interest is the subject of any investigation by any Governmental Authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (f) such Borrower has not reasonably filed any notice under any requirement of law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (g) such Borrower has not filed any notice under any applicable requirement of law reporting a Release of a Contaminant into the environment; (h) to the best of such Borrower's knowledge, there is not now, nor has there ever been on or in such Borrower's Property (i) any generation, treatment, recycling, storage or disposal of any hazardous waste, as that term is defined under 40 CFR Part 281 or any federal, State, or provincial equivalent, (ii) any underground storage tanks or surface impoundments, (iii) any asbestos- containing material, (iv) any polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (i) such Borrower has not entered into any negotiations or agreements with any Person (including, without limitation, the prior owner of such Borrower's Property) relating to any Remedial Action or environmentally related claim; (j) such Borrower has not received any notice or claim to the effect that it is or may be expected liable to have any Person as a Company Material Adverse Effectresult of the Release or threatened Release of a Contaminant into the environment; (k) such Borrower has no material contingent liability in connection with any Release or threatened Release of any Contaminants into the environment; (l) to the best of such Borrower's knowledge, no Environmental Lien has attached to any Property of such Borrower; (m) to the best of such Borrower's knowledge, such Property does not contain any asbestos-containing material; and (n) none of the products that such Borrower manufactures, distributes or sells, or, to the best of its knowledge, has ever had manufactured, distributed or sold, contains asbestos-containing material.

Environmental, Health and Safety Laws. Except as disclosed (i) The Existing Company Entities are in compliance in all material respects with Environmental Laws. (ii) None of the Existing Company Entities has Released, generated or disposed of any Hazardous Substance in a manner which would reasonably be expected to give rise to a material liability under or relating to any Environmental Laws. To the Knowledge of the Company SEC Documents (a) neither after due inquiry, no Release of any Hazardous Substances has occurred on or from the properties or other assets owned by any Existing Company nor any Company Subsidiary has received any communication or notice, whether from a Governmental Entity or otherwise, alleging otherwise leased or used by any violation of Existing Company Entity which would reasonably be expected to give rise to a material liability under or noncompliance with relating to any Environmental, Health and Safety Laws by the Company or any Company Subsidiary or for which the any of them is responsible, and there Environmental Laws. (iii) There is no claim, notice of violation or administrative proceeding under or relating to Environmental Laws pending or, to the Knowledge of the CompanyCompany after due inquiry, threatened Environmental Claimagainst any Existing Company Entity or, except where such Environmental Claim would not have, or be reasonably expected to have, a Company Material Adverse Effect; (b) to the Knowledge of the CompanyCompany after due inquiry, there are no past pending or present facts or circumstances that would reasonably be expected to form the basis of any Environmental Claim against the Company or any Company Subsidiary or threatened against any person or entity other Person whose liability for any Environmental Claim the environmental claim any Existing Company or any Company Subsidiary Entity has retained or assumed either contractually or by operation of lawlaw (including any capital or operating expenditures required for clean-up, except where closure of properties or compliance with such Environmental ClaimLaws or to acquire or comply with the terms and conditions of any permit, if madecertificate, authorization, registration, or approval under any such Laws, any constraints on operating activities and any potential liabilities to third parties). To the Knowledge of the Company after due inquiry, no facts or circumstances exist which would give rise to such claim, notice of violation or administrative proceeding. Except as would not have, or reasonably be expected to have, give rise to a Company Material Adverse Effect; (c) material liability under or relating to the extent required by applicable Environmental, Health and Safety any Environmental Laws, the Company and the Company Subsidiaries have filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any necessary Permits or other authorizations in a timely fashion so as to allow the Company and the Company Subsidiaries to continue to operate their businesses in compliance with applicable Environmental, Health and Safety Laws, and the Company does not expect such new or renewed Permits or other authorizations to include any terms or conditions that will have a material impact on the Company or the Company Subsidiaries; (d) the Company and the Company Subsidiaries have not, and to the Knowledge of the Company, Company after due inquiry (i) no other person has, released, discharged, or otherwise disposed, of any Hazardous Substances on, beneath or adjacent to any real property currently or formerly owned, occupied, operated or leased by the any Existing Company Entity has been impacted by any Release or the Company Subsidiariesthreatened Release of any Hazardous Substance, except for discharges of Hazardous Substances subject to a Permit pursuant to applicable Environmental, Health and Safety Law or for releases, discharges or disposals that are not likely to have, or would not reasonably be expected to have, a Company Material Adverse Effect; and (eii) no employee such real property or other assets or equipment currently or formerly owned, occupied, operated, used or leased by any Existing Company Entity have involved the use or storage of the Company radioactive substances, asbestos or any Company Subsidiary, in the course of his or her employment with the Company or said Company Subsidiary, has been exposed to any Hazardous Substances during the course of his or her employment that could give rise to any claim that would have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has made available to Parent all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any Company Subsidiary with any Environmental, Health and Safety Laws. All Permits and other governmental authorizations currently held or required to be held by the Company and its Subsidiaries pursuant to any Environmental, Health and Safety Laws are set forth in SECTION 4.21 of the Company Disclosure Letter, all such Permits and other authorizations are in effect, no appeal nor any other action is pending to revoke any such Permit or other authorization and the Company and the Company Subsidiaries are in compliance with all terms and conditions of all such Permits and other authorizations except where such non-compliance would not have, or would not reasonably be expected to have a Company Material Adverse Effectpolychlorinated biphenyl.