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

Environmental, Health and Safety Matters. Except as set forth in Schedule 4.13, (a) the Seller Parties and the Corporation are in compliance with all Environmental Laws (as defined below) and other federal, state and local health and safety requirements (jointly with the Environmental Laws, the “Environmental, Health and Safety Requirements”) in connection with owning, using, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have been in compliance with all Environmental, Health and Safety Requirements; (c) Seller Parties and the Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted or constitutes a violation of any Environmental, Health and Safety Requirements, or (ii) required or requires remediation or abatement under any Environmental, Health and Safety Requirements; (d) none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11.

Environmental, Health and Safety Matters. Except as set forth in Schedule 4.13disclosed on EXHIBIT 8.20, to the best of Borrower's knowledge, after reasonable inquiry: (a) the Seller Parties operations of Borrower and each of the Corporation are Subsidiaries complies in compliance all respects with (i) all Environmental Laws (as defined below) and other federal, state and local health and safety requirements (jointly with the applicable Environmental Laws, the “Environmental, Health and Safety Requirements”(ii) in connection with owning, using, maintaining and operating the Businessall applicable OSHA Laws; (b) none of the premises leased under operations of Borrower or any Subsidiary are subject to any judicial or administrative proceeding alleging the Lease Agreement are and have been in compliance with all Environmental, Health and Safety RequirementsViolation of any Environmental Law or OSHA Law; (c) Seller Parties and none of the Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, operations of Borrower or released any hazardous materials on, under, at, to, from Subsidiary is the subject of federal or in state investigation evaluating whether any way affecting any real property owned, operated or used at any time by the Business in any manner that remedial action is needed to respond to (i) constituted a spillage, disposal or constitutes a violation release into the environment of any EnvironmentalHazardous Material or other hazardous, Health and Safety Requirementstoxic or dangerous waste, substance or constituent, or other substance, or (ii) required any unsafe or requires remediation unhealthful condition at any premises of Borrower or abatement under any Environmental, Health and Safety RequirementsSubsidiary; (d) none neither Borrower nor any Subsidiary has filed any notice under any Environmental Law or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements Borrower or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence of any Hazardous MaterialsSubsidiary; and (he) Seller Parties and neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the Corporation have delivered to Purchaser true and complete copies and results of all permitsenvironment of, environmental reportsor otherwise with respect to, investigationsany Hazardous Material or other hazardous, disclosurestoxic or dangerous waste, studiessubstance or constituent, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and other substance or (ii) any real property operated unsafe or used unhealthful condition at any time by the Business. All Permits required to be held by Seller Parties and the Corporation premises of Borrower or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11any Subsidiary.

Environmental, Health and Safety Matters. Except as set forth in Schedule 4.13, (a) the Seller Parties To Seller’s Knowledge and the Corporation are in compliance with all Environmental Laws (as defined below) and other federal, state and local health and safety requirements (jointly with the Environmental Laws, the “Environmental, Health and Safety Requirements”) in connection with owning, using, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and unless any noncompliance does not have been in compliance with all Environmental, Health and Safety Requirements; (c) Seller Parties and the Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted or constitutes a violation of any Environmental, Health and Safety Requirements, or (ii) required or requires remediation or abatement under any Environmental, Health and Safety Requirements; (d) none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances impact that could reasonably be expected to result in such a claim; (g) none exceed €40,000 on the Wireline Communications Business, each Affiliate of Seller that is lessee with respect to each parcel of the Seller Parties Leased Premises to be subleased to Buyer or a Buyer Designee under any Sublease Agreement is in compliance with all Laws applicable to such parcel of the Leased Premises or the Corporation occupation thereof. Each Affiliate of Seller that is owner or lessee with respect to each parcel of Owned Premises or Leased Premises has not received any written notice (or, to Seller’s Knowledge, any other notice) from any Governmental Body alleging that Seller may be in violation of, or liable under, any Law applicable to such Owned Premises or Leased Premises. In connection with each parcel of Owned Premises or Leased Premises, the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: (i) has not entered into or agreed to any order or become otherwise subject to any order relating to compliance with Laws or the Business have given any release investigation, sampling, monitoring, treatment, remediation, removal or waiver cleanup of liability related hazardous materials and, to the presence of any Hazardous MaterialsSeller’s Knowledge, no Proceeding is pending or threatened in writing with respect thereto; and (hii) Seller Parties and is not an indemnifying party in Infineon Technologies AG Confidential connection with any claim threatened or asserted in writing by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the Corporation have delivered Owned Premises or Leased Premises is listed or, to Purchaser true and complete copies and results Seller’s Knowledge, proposed for listing on the “National Priorities List” under CERCLA or any corresponding law of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in any country other than the possession or control of Seller Parties and the Corporation related to the Business, and any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11United States.

Environmental, Health and Safety Matters. Except as set forth in Schedule 4.13, (a) the Seller Parties The Acquired Companies are, and the Corporation are at all times have been, in full compliance with all Environmental Laws (as defined below) and other federalwith, state and local health and safety requirements (jointly with the Environmental Laws, the “Environmental, Health and Safety Requirements”) in connection with owning, using, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have not been and are not in compliance with all Environmental, Health and Safety Requirements; (c) Seller Parties and the Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, Contravention of or released any hazardous materials on, liable under, atany Environmental Law or Occupational Safety and Health Law, toexcept where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted any Governmental Body or constitutes a other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety RequirementsLiabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interest, or (ii) required with respect to any property or requires remediation Facility at or abatement under to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and Safety Requirements; (d) none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plansLiabilities does not have, and audits that are in the possession or control of Seller Parties and the Corporation related is not reasonably likely to the Businesshave, and any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11a Company Material Adverse Effect.

Environmental, Health and Safety Matters. Except as set forth in on Schedule 4.136.16, (a) Seller has not caused or contributed to any condition or potential condition existing at any leased or owned facility of the Seller Parties or at any former facility of the Seller with respect to the storage or release into the earth or its atmosphere of effluent, waste or other materials, solid liquid or gaseous, nor has any material been disposed of or released in any way or manner, which would or may in the future cause the Buyer or its affiliates to be liable for damages, fines or penalties or to incur expenses (including without limitation legal and consulting fees) to investigate or correct any such condition or to meet with or otherwise communicate with any governmental unit or agency or public or private body in connection therewith. The Seller has never exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner, that would or may in the Corporation future cause the Buyer or its affiliates to be liable for damages, fines or penalties or to incur expenses (including without limitation legal and consulting fees) in connection with any claim of illness of or personal injury to any employee or other individual. Without limiting the generality of the foregoing, the Seller and its assets have been and are in compliance with all Environmental Laws (as defined below) applicable laws and other federalregulations regarding the environment, state and local health and health, or safety. The Seller has not received any notice, nor to the knowledge of the Seller is any such notice pending, from any governmental, public or private body claiming any violation or potential violation of any zoning, building, health, safety requirements (jointly with the Environmental Lawsor environmental law or ordinance, the “Environmentalor requiring any work, Health and Safety Requirements”) in connection with owningrepairs, usingconstruction, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have alterations, noise reduction, odor elimination, cleanup or installation, encapsulation or abatement which has not been in compliance with all Environmentalcomplied with, Health and Safety Requirements; (c) Seller Parties and the Corporation have Seller has delivered to the Buyer copies of each such notice, whether or not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or complied with. All of the assets of the Seller and all properties and equipment used at any time by in or at the Business in any manner that (i) constituted or constitutes a violation of any Environmental, Health and Safety Requirements, or (ii) required or requires remediation or abatement under any Environmental, Health and Safety Requirements; (d) none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business Stations have been subject to a claim to so indemnify or hold harmless any such other person andfree of asbestos, to Seller Parties’ knowledgePCBs, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permitsmethylene chloride, environmental reportstrichloroethylene, investigations1,2 trans-dichloroethylene, disclosuresdioxins, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Businessdibenzofurans, and any "extremely hazardous substance" within the meaning set forth in Section 302 of the Emergency Planning and Community Right-to-know act of 1986, as amended. Schedule 6.16 lists each environmental permit relating to the Stations. Each such permit is transferable to the Buyer and renewable and would not be subject to materially different terms upon transfer or renewal. There is no plan, study or effort by any governmental authority or any other person, which may prevent or hinder the continued use of any real property operated owned or used at any time leased by the Business. All Permits required to be held by Seller Parties and used in the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11Stations' business.

Environmental, Health and Safety Matters. (a) Except as set forth in on Schedule 4.133.10(a), (ai) the Seller Parties Company and the Corporation its Subsidiaries have complied with, and are in compliance with with, all Environmental Laws (as defined below) and other federal, state and local health and safety requirements (jointly with the Environmental Laws, the “applicable Environmental, Health Health, and Safety Requirements”, in all material respects, (ii) without limiting the generality of the foregoing, the Company and its Subsidiaries have obtained and complied with, and are in connection with owningcompliance with, usingin all material respects, maintaining all permits, licenses and operating other authorizations that are required pursuant to the Business; Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business, (biii) the premises leased under the Lease Agreement are Company and its Subsidiaries have been in compliance with all not received any oral or written notice or other information regarding any actual or alleged material violation of applicable Environmental, Health and Safety Requirements; (c) Seller Parties and the Corporation have not usedHealth, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted or constitutes a violation of any Environmental, Health and Safety Requirements, or (ii) required any material liability, potential liability or requires remediation or abatement loss contingency arising under any applicable Environmental, Health Health, and Safety Requirements (including any investigatory, remedial or corrective obligations), (iv) the Company and its Subsidiaries have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that has given or would be expected to give rise to any material liability, including (to the extent applicable in any jurisdiction) liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant applicable Environmental, Health, and Safety Requirements; , and (dv) none the Company and its Subsidiaries have not, either expressly or by operation of the Seller Parties law, assumed, undertaken or the Corporation otherwise become subject to any material liability or the Business has agreed to indemnify any investigatory, remedial or hold harmless corrective obligation of any other person for any violation of Person relating to applicable Environmental, Health Health, and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11Requirements.

Environmental, Health and Safety Matters. Except as set forth in disclosed on Schedule 4.138.17, (a) to the knowledge of the Seller, Seller Parties has complied and the Corporation are is in compliance in all respects with all Environmental Laws (as defined below) Laws, and other federalto the knowledge of Seller, state and local health and safety requirements (jointly Seller’s predecessors have been compliant in all respects with the all Environmental Laws, . Without limiting the “Environmental, Health and Safety Requirements”) in connection with owning, using, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have been in compliance with all Environmental, Health and Safety Requirements; (c) Seller Parties and the Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted or constitutes a violation of any Environmental, Health and Safety Requirements, or (ii) required or requires remediation or abatement under any Environmental, Health and Safety Requirements; (d) none generality of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder andforegoing, to the extent knowledge of Seller, Seller has obtained and complied with, and is in compliance in all respects with, all permits and other authorizations that either is subject are required pursuant to such an agreementEnvironmental Laws for the occupation of its facilities and the operation of its business. Seller has not received any written notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to Seller, its facilities, its business or the Assets arising under Environmental Laws. To Seller’s knowledge, none of the following exists at any property or facility owned, leased or operated by Seller, at any time, or used in connection with the business of Seller: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. Neither Seller, nor to the knowledge of Seller Parties has any predecessor of Seller engaged in any of the foregoing, has treated, stored, disposed of, arranged for or permitted the Corporation disposal of, transported, handled, or the Business have been subject to a claim to so indemnify Released any substance, including any hazardous substance, or hold harmless owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Laws, nor to the knowledge of Seller has any predecessor of Seller engaged in any of the foregoing. To the knowledge of Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the business of Seller or any of its predecessors will prevent, hinder or limit continued compliance with Environmental Laws, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Laws, or give rise to any other person andliabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental Laws, including any relating to onsite or offsite Releases or threatened Releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. Seller has disclosed on Schedule 8.17 all matters relating to the foregoing disclosed to Seller Parties’ knowledgeby Tomco Auto Products, there are no circumstances that could reasonably be expected Inc. pursuant to result in such a claim; (g) none of the disclosure schedule for the purchase agreement whereby Seller acquired the Tomco Business from Tomco Auto Products, Inc. on the Seller Parties or the Corporation or the Business have given any release or waiver Acquisition Date and Seller has provided a complete and correct copy of liability related that certain Phase I environmental assessment report dated June 16, 2004 relating to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11Facility.

Environmental, Health and Safety Matters. (a) Except as set forth in Schedule 4.13, (aSection 3.14(a) of the Seller Parties Disclosure Schedule, the Seller, the Selling Affiliates and the Corporation Acquired Companies (i) are in material compliance with all all, and since January 1, 2010, have not violated in any material respect any, Environmental Laws (as defined belowto the extent that they relate to the Business) and other federal, state and local health and safety requirements (jointly with ii) hold all material Governmental Authorizations required of the Environmental LawsSeller, the “EnvironmentalSelling Affiliates and the Acquired Companies under Environmental Laws to conduct the Business as presently conducted or to occupy the Owned Real Property, Health the Acquired Company Real Property, the Leased Real Property and Safety Requirements”) in connection with owningthe Acquired Company Leased Real Property as presently occupied and the Seller is not aware of any reasonable basis for any such Governmental Authorization to be revoked, using, maintaining and operating the Business; adversely modified or not renewed. (b) None of the premises leased under Seller, any Selling Affiliate or any Acquired Company has received any written notice stating that the Lease Agreement are and have been conduct of the Business or the condition of any Owned Real Property, Acquired Company Real Property, Leased Real Property or Acquired Company Leased Real Property is in compliance with all Environmental, Health and Safety Requirements; violation of any Environmental Law in a way that could be material to any Acquired Companies or the Business. (c) Seller Parties and No Proceeding is pending or, to the Corporation have not Seller’s Knowledge, threatened against the Seller, any Selling Affiliate or any Acquired Company that alleges a violation by the Seller, any Selling Affiliate or any Acquired Company of any applicable Environmental Laws (to the extent that they relate to the Business) or relating to Hazardous Materials. (d) No Seller, Selling Affiliate or Acquired Company has used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposeddisposed of, or released otherwise managed Hazardous Materials at (and to the Seller’s Knowledge, no Hazardous Materials are otherwise affecting or present at) any hazardous materials onOwned Real Property, underAcquired Company Real Property, atLeased Real Property or Acquired Company Leased Real Property or, toto the Seller’s Knowledge, from or in any way affecting any real property owned, operated or used at any time by the Business in other location for which any manner that (i) constituted or constitutes a violation of any Environmental, Health and Safety Requirements, or (ii) required or requires remediation or abatement under any Environmental, Health and Safety Requirements; (d) none of the Seller Parties or the Corporation Acquired Company or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is otherwise subject to such an agreementliability, none of the Seller Parties in a manner or the Corporation under circumstances 40 or the Business have been subject to a claim to so indemnify or hold harmless any such other person andconditions, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to (i) give rise to material liability of the Business, or (ii) materially interfere with continued operations of the Business. (e) None of the Seller, any Selling Affiliate or any Acquired Company has assumed or retained, by contract or, to the Seller’s Knowledge, by operation of Law, any liabilities or obligations under Environmental Law or relating to Hazardous Materials that would reasonably be expected to result in such a claim; Material Adverse Effect. (f) The Seller has made available to the Purchaser all environmental reports, and all correspondence with any Governmental Authority or any other Person relating to any unresolved environmental claims, requests for information, or obligations that could reasonably be expected to be material, in any case in the custody or control of the Seller, the Selling Affiliates and the Acquired Companies containing information relating to noncompliance with or liability under any Environmental Law or regarding any Hazardous Materials, in any case for which the Business or any of the Acquired Companies may be liable. (g) none The representations and warranties in Sections 3.3, 3.5 3.6, 3.10 and this Section 3.14 constitute the sole and exclusive representations and warranties of the Seller Parties or the Corporation or the Business have given with respect to any release or waiver of liability related matters relating to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any real property operated or used at any time by the Businesscompliance with Environmental Laws. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11.Section 3.15

Environmental, Health and Safety Matters. Except as set forth disclosed in Schedule 4.13, 2.19: (a) Each Acquired Company is and, during the Seller Parties and the Corporation are in compliance with all Environmental Laws preceding five (as defined below5) and other federalyears, state and local health and safety requirements (jointly with the Environmental Laws, the “Environmental, Health and Safety Requirements”) in connection with owning, using, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have has been in compliance in all material respects with all Environmental, Health and Safety Requirements; . No Acquired Company has received, during the preceding five (5) years, any order or notice from any Governmental Entity alleging to any actual, threatened or alleged violation or failure to comply with any Environmental, Health and Safety Requirement with respect to any Leased Real Property or other real property (whether formerly or presently leased, owned, or otherwise used or operated) or asset in which any Acquired Company has or had an interest that remains unresolved. Without limiting the generality of the foregoing, each Acquired Company possesses, and is in compliance in all material respects with, all permits, licenses and government authorizations that are required under any applicable Environmental, Health and Safety Requirements, and all such permits, licenses and governmental authorizations are in full force and effect. (b) No Acquired Company has received, during the preceding five (5) years, notice of actual or threatened liability under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Federal Oil Pollution Act of 1990 (“OPA90”) or any similar Applicable Law from any Governmental Entity or any third party claimant that remains unresolved. To the Knowledge of the Partners, there are no facts, events, circumstances or conditions that could reasonably be expected to (i) form the basis for the assertion of any claim against any Acquired Company under any Environmental, Health and Safety Requirements, including OPA90, CERCLA or any similar Applicable Law with respect to any on site or off site location. (c) Seller Parties No Acquired Company has entered into or agreed to enter into, and the Corporation have not usedno Acquired Company anticipates entering into, storedany consent decree or order, treatedwhich remains unresolved, transportedand no Acquired Company is subject to any unresolved judgment, shipped off-site, manufactured, generated, refined, handled, produced, disposeddecree or judicial or administrative order relating to compliance with, or released any hazardous materials on, the cleanup of Hazardous Materials under, atany applicable Environmental, Health and Safety Requirements. No Acquired Company has, either expressly or by operation of law, assumed or undertaken any material liability, including any material obligation for corrective or remedial action, of any other Person relating to Environmental, Health and Safety Requirements. (d) No Acquired Company, during the preceding five (5) years, has been alleged by a Governmental Entity or third party claimant to be in violation of, and during the preceding five (5) years, has not been subject to any administrative or judicial enforcement proceeding pursuant to, from applicable Environmental, Health and Safety Requirements. (e) There are no Actions pending or, to the Knowledge of the Partners, threatened against any Acquired Company pursuant to or in based upon any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted or constitutes a violation provision of any Environmental, Health and Safety Requirements, or the Release of any Hazardous Materials at, on, under, or from any plant, facility, site, yard, area or property currently or previously owned, leased or otherwise used by any 46 Acquired Company or, to the Knowledge of the Partners, by any other Person (iithe term “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the Environment, and the term “Environment” includes the air (including ambient air and all layers of the atmosphere), land (including soil, surface or subsurface strata or medium, sediments, fill or lands submerged under water, water (including oceans, lakes, rivers, streams, drinking water supply, groundwater and surface water), and all other environmental media. (f) The Partners have delivered or otherwise made available to the Purchasers or Quanta true, correct and complete copies of all material environmental audit reports or environmental site assessments and prepared within the preceding five (5) year period regarding each Acquired Company and any properties formerly or currently leased, owned or otherwise used or operated by any Acquired Company in the possession, custody or control of any of the Partners or any Acquired Company. (g) There has been no Release of Hazardous Materials by any Acquired Company, any Partner or Related Party or, to the Knowledge of the Partners, any other Person, at, on, under or from any presently or formerly leased or owned real properties of any Acquired Company for which any material investigatory, remedial, monitoring, or restoration or remediation activities would be required or requires remediation or abatement of an Acquired Company under any Environmental, Health and Safety Requirements; (d) , and none of (A) the Seller Parties Leased Real Properties leased under a lease which is an Existing Related Party Lease, or (B) to the Corporation Knowledge of the Partners, the Leased Real Property leased under a lease which is not an Existing Related Party Lease, any improvements thereon or any equipment of any Acquired Company contains any asbestos, polychlorinated biphenyls (PCBs), underground storage tanks, pits or sumps on or under any such Leased Real Property, improvements or equipment for which any investigatory, remedial, monitoring or restoration activities would be required. To the Business Knowledge of the Partners, no Hazardous Materials are migrating to or from any Acquired Company’s real property, facilities or other Assets (whether owned, leased, occupied, managed, controlled or licensed). (h) No Acquired Company has agreed retained or assumed, by contract or operation of Applicable Law, any liabilities or obligations of third parties (as opposed to indemnify liabilities or hold harmless obligations resulting from the acts or omissions of such Acquired Company) under any other person for any violation of Environmental, Health and Safety Requirements of an Acquired Company. (i) No Acquired Company has experienced a fatality in connection with its operations during the past five (5) years. As used in this Agreement, the term “Environmental, Health and Safety Requirements” means all applicable federal, state, municipal and local laws, statutes, regulations, ordinances, by-laws, codes, standards, directives and policies (including those in foreign jurisdictions) having the force or effect of law, all judicial and administrative orders and determinations, all binding agreements with any remediation required thereunder andGovernmental Entity and all common law concerning public health and safety, working health and safety, and concerning pollution (or cleanup thereof), the protection or preservation of natural resources, protected, endangered, threatened or at-risk species or species of special concern or the Environment, including all those relating to the extent that either is subject to such an agreementpresence, none of the Seller Parties use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, warning, 47 discharge, release, threatened release, control, or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence cleanup of any Hazardous Materials, each as amended, including the following (including their implementing regulations and any state analogs): OPA90; CERCLA; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq. (as related to Hazardous Materials); and (h) Seller Parties the related principles of common law and equity. As used in this Agreement, the Corporation have delivered to Purchaser true term “Hazardous Materials” means any material, substance, pollutant or waste as it is defined, listed or designated as a hazardous substance, hazardous waste, petroleum or petroleum-derived substance or waste, PCBs, asbestos, radioactive substance or any constituent or combination of any such substance or waste, the storage, manufacture, generation, treatment, transportation, release, remediation, use, handling or disposal of which by any Acquired Company is governed by any applicable Environmental, Health and complete copies Safety Requirement. This Section 2.19 constitutes the sole and results exclusive representations and warranties of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant Partners with respect to Environmental, Health and Safety Requirements are set forth on Schedule 4.11.Requirements, Hazardous Materials, and any other environmental, health or safety matter. Section 2.20

Environmental, Health and Safety Matters. Except as set forth in Schedule 4.13, (a) the Seller Parties has complied and the Corporation are is in compliance with all federal and state environmental laws, rules and regulations (“Environmental Laws”) applicable to the Business. Without limiting the generality of the foregoing, Seller has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental Laws (as defined below) for the occupation of its facilities and the operation of its Business. Seller has not received any written or oral notice, report or other federal, state and local health and safety requirements (jointly with the information regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under any Environmental Laws. None of the “Environmentalfollowing exists at any property or facility owned or operated by Seller: (i) underground storage tanks, Health and Safety Requirements”(ii) asbestos-containing material in connection with owningany form or condition, using(iii) materials or equipment containing polychlorinated biphenyls, maintaining and operating the Business; or (biv) the premises leased under the Lease Agreement are and have been in compliance with all Environmentallandfills, Health and Safety Requirements; (c) surface impoundments, or disposal areas. Seller Parties and the Corporation have has not usedtreated, stored, treateddisposed of, arranged for or permitted the disposal of, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any substance, including without limitation any hazardous materials onsubstance, under, at, to, from or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in any way affecting any real property owned, operated or used at any time by the Business in any a manner that (i) constituted has given or constitutes a violation would give rise to liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of any Environmental1980, Health and Safety Requirementsas amended, the Solid Waste Disposal Act, as amended, or (ii) required or requires remediation or abatement under any Environmental, Health and Safety Requirements; (d) none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Schedule 4.13, (a) the Seller Parties and the Corporation The FAST Operating Entities are in full compliance with all Environmental Laws (with, and have not been and are not in violation of or liable as defined below) a consequence of their operations and other federal, state and local activities at any title under any environmental or health and safety requirements (jointly with law applicable in any of the Environmental Lawsjurisdictions in which they operate. The FAST Operating Entities have no basis to expect, the “Environmentalnor have they or any other Person for whose conduct they are or may be held to be responsible as a consequence of their operations and activities, Health and Safety Requirements”) in connection with owningreceived, usingany actual or threatened order, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have been in compliance with all Environmental, Health and Safety Requirements; (c) Seller Parties and the Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposednotice, or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that other communication for (i) constituted any actual or constitutes a potential violation of or failure to comply with, or liability under, any Environmental, Health environmental or health and Safety Requirementssafety law, or (ii) required any actual or requires remediation threatened obligation to undertake or abatement under bear the cost of any Environmentalenvironmental, Health health, and Safety Requirements; (d) none of safety liabilities with respect to their Business, or with respect to any real property at or to which hazardous or dangerous materials or ordinary waste material were generated, manufactured, refined, transferred, imported, used, or processed by the Seller Parties FAST Operating Entities or the Corporation or the Business has agreed to indemnify or hold harmless any other person Person for any violation whose conduct they are or may be held responsible as a consequence of Environmental, Health their operations and Safety Requirements or any remediation required thereunder and, activities.. All the waste material as defined by the law has always been treated and disposed of according to the extent that either is subject laws, and the relevant registers duly kept and updated, and any discharge system, including emission in the air, duly authorized and operated accordingly. Except as indicated in Exhibit 9.10 to such an agreementthis Agreement, none of the Seller Parties FAST Operating Entities have any asbestos material, either externally or internally to the Corporation plant; there are no tanks of any type underground; and the real estate on which they operate is not affected by any pollution or other negative environmental conditions attributable to the operations and activities of the FAST Operating Entities or the Business have been subject on or prior to a claim the Closing Date which would create the obligation for the FAST Operating Entities or other third parties to so indemnify or hold harmless assume any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none obligations of clearance of the Seller Parties land or similar liability under environmental laws and regulations, or any other liability towards third parties under the Corporation or same laws. The Company is under all aspects in compliance with the Business have given any release or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, planslaw 626\94, and audits that are in all the possession or control of Seller Parties investments required under the same laws and under the Corporation related to the Business, and any real property operated or used at any time relevant security report contemplated by the Business. All Permits required it to be held by Seller Parties and necessarily done before the Corporation Closing Date have already been done or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11will have already been done at Closing.

Environmental, Health and Safety Matters. Except as set forth disclosed in Schedule 4.13Section 3.15 of the Seller Disclosure Schedule, the Sellers, the Selling Affiliates and the Acquired Companies have since June 30, 2009 been and are in compliance in all material respects with (a) the Seller Parties and the Corporation are in compliance with all Environmental Laws (as defined below) and other federal, state and local health and safety requirements (jointly with the Environmental Laws, the “Environmental, Health and Safety Requirements”) in connection with owning, using, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have been in compliance with all Environmental, Health and Safety Requirements; (c) Seller Parties and the Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted or constitutes a violation of any Environmental, Health and Safety Requirements, or (ii) required or requires remediation or abatement under any Environmental, Health and Safety Requirements; (d) none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject they relate to such an agreementthe Business), none and (b) all Governmental Authorizations required of the Seller Parties Seller, the Selling Affiliates and the Acquired Companies under Environmental Laws to conduct the Business as presently conducted or to occupy the Leased Real Property and the Acquired Company Leased Real Property as presently occupied. There have been no Releases of Hazardous Materials at or from the Acquired Company Real Property, the Leased Real Property or the Corporation or Acquired Company Leased Real Property in connection with the operation of the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could is reasonably be expected likely to result in such a claim; (g) none any material Liability under applicable Environmental Laws. None of the Seller Parties Sellers, the Selling Affiliate and the Acquired Companies has received any written notice stating that the conduct of the Business or the Corporation condition of any Acquired Company Real Property, Leased Real Property or Acquired Company Leased Real Property is currently in violation of any Environmental Law or that any of the Business Sellers, the Selling Affiliates and the Acquired Companies has any current Liability under applicable Environmental Laws arising out of the Release of Hazardous Materials at any third party disposal site. No Proceeding is pending or, to the Sellers’ Knowledge, threatened against the Sellers, any Selling Affiliate or any Acquired Company that alleges a violation by the Sellers, any Selling Affiliate or any Acquired Company of any applicable Environmental Laws (to the extent that they relate to the Business). The Sellers have given made available to the Purchaser any release material environmental reports, assessments or waiver of liability investigations related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are Business in the possession possession, custody or control of Seller Parties and the Corporation related Sellers, any Selling Affiliates or any Acquired Company. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereunder will require any investigation, remediation or other action with respect to the BusinessHazardous Materials, and or any real property operated notice to or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation consent of Governmental Authorities or the Business third parties pursuant to Environmentalany applicable so-called “property transfer act” statutes or regulations. This Section 3.15 constitutes the sole and exclusive representations and warranties of the Sellers with respect to any matters relating to environmental, Health health and Safety Requirements are set forth on Schedule 4.11safety matters.

Environmental, Health and Safety Matters. (a) Except as set forth in on Schedule 4.133.10(a), (ai) the Seller Parties and the Corporation each of its Subsidiaries have complied with, and are in compliance with all Environmental Laws (as defined below) and other federal, state and local health and safety requirements (jointly with the Environmental Lawswith, the “Environmental, Health Health, and Safety Requirements”, in all material respects, (ii) in connection with owningwithout limiting the generality of the foregoing, usingSeller and each of its Subsidiaries have obtained and complied with, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have been in compliance with with, in all material respects, all permits, licenses and other authorizations that are required pursuant to the Environmental, Health Health, and Safety Requirements; (c) Seller Parties Requirements for the occupation of their facilities and the Corporation have not usedoperation of their business, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, (iii) neither Seller nor any of its Subsidiaries has received any notice regarding any actual or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted or constitutes a alleged material violation of any Environmental, Health Health, and Safety Requirements, or (ii) required any material Liability or requires remediation or abatement Loss Contingency arising under any the Environmental, Health Health, and Safety Requirements (including any investigatory, remedial or corrective obligations) (iv) neither Seller nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that has given or reasonably could be expected to give rise to any material Liability, including Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements; , and (dvi) none neither Seller nor any of the Seller Parties its Subsidiaries has, either expressly or the Corporation by operation of law, assumed, undertaken or the Business has agreed otherwise become subject to indemnify or hold harmless any material Liability of any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant Person relating to Environmental, Health Health, and Safety Requirements are set forth on Schedule 4.11Requirements.