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

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth on Section 3.15(a) of the Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller has not received any written notice stating that the conduct of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except Except as set forth on Section 3.15(aSchedule 5.22: (a) of The Company is, and since the Seller Disclosure Schedule: (i) to the Seller’s KnowledgeAcquisition Date has been, the Seller in compliance in all material respects with all Environmental, Health and Safety Laws. The Company holds and is in compliance in all material compliance respects with all applicable Environmental Laws Permits required to be held by it under Environmental, Health and all Governmental Authorizations required of the Seller under Environmental Laws Safety Laws. (“Environmental Authorizations”b) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller The Company has not received any written notice stating that the conduct of the Business or the condition from any third party, including any Authority, of any Owned Real Property alleged or Purchased Assets is actual responsibility or may be currently in Liability for, or any inquiry or investigation regarding: (a) the violation of any Environmental, Health and Safety Laws or Permits issued pursuant thereto; (b) the Release or threatened Release of any Materials of Environmental Law Concern; or that Seller may have (c) injury or damage to any Person, property or natural resource as a liability under Environmental Laws with respect result of exposure to the Business, the Purchased Assets, or the Owned Real Property; (iii) no Proceeding is Release of any Materials of Environmental Concern. No administrative or judicial Proceedings are pending or, to the Knowledge of Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under with regard to any applicable Environmental Laws or Environmental Authorizations; (iv) such matter and, to the Knowledge of Seller’s Knowledge, there have been are no Releases at, to, from, in, on, to existing facts or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or circumstances that could reasonably be expected to give rise to any such action, suit, proceeding or investigation. (c) No Materials of Environmental Concern have been (i) Released or are otherwise present, on, at or under any of the Leased Real Property, or (ii) Released by the Company on, at or under any other location, except, in either the case of (i) or (ii) in a quantity or manner that could reasonably be expected to require any material investigation or remediation or otherwise result in the Company incurring any material Liability or obligations under Environmental, Health and Safety Laws. (d) To the Knowledge of Seller, no underground storage tanks are located on the Leased Real Property that (i) contain or previously contained any Materials of Environmental Laws; Concern and (vii) the Seller holds all Environmental Authorizations required to be held are owned or operated by the Company. (e) The Company (a) has not assumed or undertaken any Liability of any other Person arising out of or pursuant to any Environmental, Health and Safety Law or (b) been subject to any consent decrees, administrative or judicial orders, judgments, or settlement agreements imposing any obligations or liabilities on the Company arising out of or pursuant to any Environmental, Health and Safety Law. (f) Seller has provided to Purchaser complete copies of all material environmental site assessments, audits, inspections, surveys or similar reports or results of investigation relating to the Leased Real Property or to the Company’s compliance with Environmental, Health and Safety Laws that are in connection with the Businesspossession, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) custody or control of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertyCompany.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth on Section 3.15(a(a) of the Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of Laws, except as would not have a Material Adverse Effect. (b) Within the Seller under Environmental Laws last three (“Environmental Authorizations”3) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the years, Seller has not received any written notice stating notice, report or other information alleging, and to Seller’s Knowledge there are no conditions that constitute, a violation of Environmental Laws, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) relating to the conduct Energy Centers arising under Environmental Laws, except as would not have a Material Adverse Effect. (c) Seller has not caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, disposal, Release, transport or handling of any Hazardous Substances at any of the Business or the condition of any Owned Real Property or Purchased Assets is that has resulted in (i) an investigation or may be currently in cleanup required under Environmental Laws or (ii) a violation of any Environmental Law or that Seller may Law, except, in each case, as would not reasonably be expected to have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real Property; Material Adverse Effect. (iiid) There are no Proceeding is pending or, to the Seller’s Knowledge, threatened against legal proceedings with respect to the Seller that alleges a Purchased Assets alleging or concerning any violation by of or Liability responsibility or liability under any Environmental Law or the Release, threatened Release or presence of any Hazardous Substances at, on, beneath, to, from or in the indoor or outdoor environment at any of the Purchased Assets or any off-site location (including soil sediment, surface water, groundwater, air or any component of a structure), except as would not have a Material Adverse Effect. (e) Seller holds all material Governmental Approvals from all Governmental Authorities under any applicable all Environmental Laws or Environmental Authorizations; required for the Energy Centers and the Purchased Assets and is in compliance with all such Governmental Approvals (iv) except for such noncompliance as would not have a Material Adverse Effect). There are no pending or, to the Seller’s Knowledge, there have been no Releases atthreatened actions seeking to modify, torevoke or deny renewal of any such Governmental Approvals. (f) Notwithstanding any of the representations and warranties contained elsewhere in this Agreement, from, in, on, all matters relating in any way to compliance with or liability under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets any representations and the Owned Real Property; warranties regarding Environmental Laws and (vi) related matters shall be governed exclusively by this Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property4.13.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except (a) Except as set forth on Section 3.15(a) of the Seller Disclosure Schedule: Schedule 4.12(a): (i) to the Seller’s Knowledge, the Seller is MESC's operations are in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) Laws, except where failure to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals comply is not, individually or in the European Union; aggregate, reasonably expected to have a Material Adverse Effect; (ii) the Neither Seller nor MESC has not received any written notice stating request for information, or any written notification that it is a potentially responsible party, under CERCLA or any similar state law with respect to any site allegedly connected to the conduct activities or operations of MESC; (iii) There are no material writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, proceedings or investigations pending or, to Seller's Knowledge, threatened involving MESC relating to (A) its compliance with any Environmental Law, (B) the Business release, disposal, discharge, spill, treatment, storage or recycling of Hazardous Materials into the condition environment at any location, or (C) the exposure or alleged exposure of any Owned Real Property person to Hazardous Materials; (iv) There has been no release, disposal discharge, or Purchased Assets is spill of, or may be currently in violation exposure of any Environmental Law or that Seller may have a person to, Hazardous Materials at any location which is reasonably expected to result in MESC incurring in the future any material liability under Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or future liability under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; Indemnity Agreements: (v) MESC has obtained and currently maintains all Licenses which are required under Environmental Laws for the operation of its business (collectively, "Environmental Permits"), is in compliance with all such Environmental Permits, except to the extent that any failure to comply, individually or in the aggregate, is not reasonably expected to have a Material Adverse Effect, and to Seller's Knowledge, all such Environmental Permits are in effect and no appeal or any other action is pending to revoke any such Environmental Permit. (b) To the Knowledge of Seller, a complete list of the Environmental Permits is set forth on Schedule 4.12(b), and Seller holds has provided or made available to Buyer a true, correct and complete copy of each such Environmental Permit. (c) To the Knowledge of Seller, all information provided to the United States Environmental Authorizations required to be held Protection Agency ("EPA") by the Seller or on behalf of MESC in connection with the Businessrequest for and determination issued by EPA on August 8, 2003, regarding the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) applicability of Title IV of the Seller Disclosure Schedule sets forth an accurate Clean Air Act to facilities owned and complete list of all Environmental Authorizations held operated by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertyMESC is accurate.

Environmental, Health and Safety Matters. With respect (i) Assignor has made commercially reasonable efforts to make available to Assignee copies of all material environmental site assessments, audits, reports and other material environmental documents generated by a third party on behalf of a Contributed Company and that are in the possession or control of Assignor or a Contributed Company and that relate to environmental, health or safety matters concerning the Contributed Companies, the Property, or the operation of the Business, the Purchased Assets and the Owned Real Property, except . (ii) Except as set forth on Section 3.15(ain Schedule 3(n)(ii) of the Seller Disclosure Schedule: Schedules, the Contributed Companies hold and maintain all material Permits issued or required under Environmental Law to be held by the Contributed Companies for the ownership, use or operation of the Business or occupation of the Property by the Contributed Companies in the manner in which they are currently, or to be, owned and operated immediately following the Contribution, and that are sufficient for the ownership, use, operation and maintenance of the assets of the Contributed Companies (i“Environmental Permits”). Except as set forth in Schedule 3(n)(ii) of the Schedules, all such Environmental Permits are in good standing and are in full force and effect, and, to the SellerAssignor’s Knowledge, no Environmental Permit is threatened to be revoked, materially revised or modified, or not renewed. (iii) Except as set forth in Schedule 3(n)(iii) of the Seller Schedules: (A) each Contributed Company is and has been for the past two (2) years in compliance in all material compliance respects with all applicable Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws Permits and (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (iiB) the Seller Contributed Company has not received any written notice stating or report that remains unresolved alleging either or both that (1) the conduct of the Business or the condition of any Owned Real Property or Purchased Assets Contributed Company is or may be currently in violation of any Environmental Law or that Seller any Environmental Permit or (2) the Contributed Company has or may have a any liability under any Environmental Laws Law. (iv) Except as set forth in Schedule 3(n)(iv) of the Schedules, no Contributed Company has been served with written notice of any material Environmental Claims in the past two (2) years (or earlier if currently outstanding) and, to Assignor’s Knowledge, no material Environmental Claims are threatened against a Contributed Company by any Person under any Environmental Laws. Except as set forth in Schedule 3(n)(iv) of the Schedules, each Contributed Company is not the subject of any outstanding order or contract resolving an Environmental Claim asserted by any Governmental Authority or any other third party respecting Environmental Laws, including with respect to the Business, the Purchased Assets, any remedial action or the Owned Real Property; (iii) no Proceeding is pending any Release or, to the SellerAssignor’s Knowledge, threatened against the Seller that alleges Release of, or exposure of any Person to, a violation by or Liability Hazardous Material. (v) Except as set forth in Schedule 3(n)(v) of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) Schedules, to the SellerAssignor’s Knowledge, there have has been no Releases Release of any Hazardous Material at or from any Property, and the Contributed Companies have not treated, stored, disposed of, arranged for or permitted the disposal of, transported or handled, or exposed any Person to any Hazardous Materials, in each case so as to give rise to a material liability of any Contributed Company. (vi) Except as set forth in Schedule 3(n)(vi) of the Schedules, to Assignor’s Knowledge, Hazardous Materials are not present at, to, from, in, on, to under, in or under about the Purchased Assets Property or Owned Real Property any real property which is the subject of any leases entered by any Contributed Company in connection with the Business (A) in violation of Environmental Laws Law in any material respect; (B) which has given or Environmental Authorizations or that could reasonably be expected to result in Liability give rise to material liability of a Contributed Company under any Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection Law, materially interfere with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) continued operations of the Seller Disclosure Schedule sets forth an accurate Business through and complete list after the Contribution, or materially impair the value of all Environmental Authorizations held the Property or any such leased property; or (C) which requires remedial action by the Seller in connection with the Business, the Purchased Assets and the Owned Real Propertya Contributed Company.

Environmental, Health and Safety Matters. With respect i) Except as set forth in Section 3.22 of the Cosmo Disclosure Schedule, or as has not or could not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, since January 1, 2011, the Business, the Purchased Assets Tech and the Owned Real Property, except as set forth on Section 3.15(a) of the Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller is its Subsidiaries and their respective activities and operations have been and are in material compliance with all applicable Environmental Laws Laws. (a) Since January 1, 2011, the Business, Tech and its Subsidiaries have been and are in compliance with all Governmental Authorizations Environmental Licenses required for its activities and operations. All such Environmental Licenses were subsisting, unexpired and validly issued and are in full force and effect. All applications, notices and other documents have been filed as necessary to effect the timely renewal or issuance of such Environmental Licenses. Such Environmental Licenses contain no terms or conditions that will require material changes or limitations on the activities and operations of the Seller under Environmental Laws Business. (“Environmental Authorizations”b) None of Tech or any of its Subsidiaries are party to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller any Action nor has not it received any written notice stating that the conduct notice, demand letter, complaint or information request from a Governmental Authority or any other Person alleging a violation of, or any Liability of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of it under, any Environmental Law or Environmental License, including any relating to the Release or presence of, or exposure to, any Hazardous Substance, and, to the Knowledge of Cosmo, no such Action is threatened. (c) To the Knowledge of Cosmo, there are no conditions or occurrences, including the Release or presence of, or exposure to, any Hazardous Substance, reasonably anticipated to result in material Liabilities to, or requirements for Remediation by it, pursuant to any Environmental Law. (d) No Liens arising under or pursuant to any Environmental Law or restrictions on use as a result of the Release or presence of any Hazardous Substance have been or are imposed on the properties associated with the Business, Tech or any of its Subsidiaries and, to the Knowledge of Cosmo, no Action to impose such a Lien or restriction is pending or threatened. (e) To the Knowledge of Cosmo, all waste material generated by the Business, Tech or any of its Subsidiaries and sent off-site for storage, treatment, recycling or disposal has been sent to facilities that Seller may operate in compliance with applicable Environmental Laws. None of Tech or any of its Subsidiaries have been identified as a liability potentially responsible party at any third party sites pursuant to any Environmental Law (including the U.S. Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended). (f) To the Knowledge of Cosmo, no asbestos-containing materials, polychlorinated biphenyls, or underground storage tanks are present at, in, on or under the properties associated with the Business, Tech or any of its Subsidiaries. (g) None of Tech or any of its Subsidiaries have assumed by written or, to the Knowledge of Cosmo, oral agreement any Liabilities pursuant to any Environmental Laws with respect Law. (h) Cosmo has provided to Salix copies of all written environmental, health or safety assessments, audits, investigations, and sampling, monitoring, remediation reports and similar documents relating to the Business, the Purchased Assets, Tech or any of its Subsidiaries or the Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection properties associated with the Business, Tech or any of its Subsidiaries, including any documents relating to the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the BusinessRelease or presence of, the Purchased Assets and the Owned Real Propertyor exposure to, any Hazardous Substance.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real PropertyPremises, except as set forth on Section 3.15(ain SCHEDULE 3.16, and except for those matters that would not have a Material Adverse Effect: (a) The Seller has complied and continues to comply with Environmental, Health, and Safety Laws with respect to the Business. (b) Neither Seller, nor to the Knowledge of the Seller, any previous owner, tenant, occupant, user or operator of the Premises, released or disposed of any Hazardous Materials on, under, in or emanating from the Premises, except in compliance with applicable Environmental, Health and Safety Laws. (c) The Seller Disclosure Schedule: has obtained all Permits and Licenses required pursuant to applicable Environmental, Health and Safety Laws to carry on the Business as now conducted; PROVIDED, HOWEVER, that certain Permits and/or Licenses may need to be transferred, reissued or amended before or as a result of the consummation of the transactions contemplated by this Agreement. (d) The Seller (i) is not subject to the Seller’s Knowledgeany outstanding injunction, the Seller is in material compliance with all applicable Environmental Laws judgment, order, decree, ruling or charge under any Environmental, Health and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; Safety Laws, and (ii) is not a party to any action, suit, hearing, proceeding or, to the Knowledge of the Seller, investigation of, in or before any court or quasi-judicial or administrative agency of any United States federal, state, local or foreign jurisdiction with respect to any Environmental, Health, and Safety Laws. (e) The Seller has not received any written notice stating or report from any third party asserting that it is liable under any applicable Environmental, Health, and Safety Laws, or for property damage or personal injury from exposure to any Hazardous Materials, relating to any of the conduct Premises, other than notices or reports which have since been resolved. (f) The Seller is not liable nor has the Seller received any written notice or report that would reasonably show that it is potentially liable, nor is the Business, , or the Acquired Assets subject to any Security Interest (other than a Permitted Encumbrance) in connection with, the release or threatened release of any Hazardous Materials under any applicable Environmental, Health, and Safety Laws. (g) To the Knowledge of the Seller, the Premises comply with all applicable Environmental, Health, and Safety Laws, nor are there any underground storage tanks in or under the Premises, and to the Knowledge of the Seller no underground storage tank was UNITED STATES removed from the Premises while the Seller owned, occupied or operated such Premises. (h) This Section 3.16 contains the sole and exclusive representations and warranties of the Seller with respect to any environmental, health or safety matters, including without limitation any arising under any Environmental, Health, and Safety Laws. (i) To the Knowledge of the Seller, no Governmental Authority has conducted or reported on any environmental, health or safety audit of the Business or the condition of Acquired Assets, nor has any Owned Real Property Governmental Authority conducted any other evaluation which has identified any present or Purchased Assets is or may be currently in violation of ongoing noncompliance with any Environmental Law or that Seller may have a liability under Environmental Environmental, Health and Safety Laws with respect to the Business, the Purchased Assets, Business or the Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertyAcquired Assets.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth on Section 3.15(a(a) of the Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of Laws, except as would not have a Material Adverse Effect. (b) Within the Seller under Environmental Laws last three (“Environmental Authorizations”3) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the years, Seller has not received any written notice stating notice, report or other information alleging, and to Seller’s Knowledge there are no conditions that constitute, a Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9 violation of Environmental Laws, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) relating to the conduct Project arising under Environmental Laws, except as disclosed on Schedule 4.20(b). (c) Except as disclosed on Schedule 4.20(c), Seller has not caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, disposal, Release, transport or handling of any Hazardous Substances at any of the Business or the condition of any Owned Real Property or Purchased Assets is that has resulted in (i) an investigation or may be currently in cleanup required under Environmental Laws or (ii) a violation of any Environmental Law or that Seller may Law, except, in each case, as would not reasonably be expected to have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real Property; Material Adverse Effect. (iiid) There are no Proceeding is pending or, to the Seller’s Knowledge, threatened against actions with respect to the Seller that alleges a Purchased Assets alleging or concerning any violation by of or Liability responsibility or liability under any Environmental Law or the Release, threatened Release or presence of any Hazardous Substances at, on, beneath, to, from or in the indoor or outdoor environment at any of the Purchased Assets or any off-site location (including soil sediment, surface water, groundwater, air or any component of a structure), except as would not have a Material Adverse Effect. (e) Seller holds all material Governmental Approvals from all Governmental Authorities under any applicable all Environmental Laws or Environmental Authorizations; required for the Project and the Purchased Assets and is in compliance with all such Governmental Approvals (iv) except for such noncompliance as would not have a Material Adverse Effect), all of which are listed on Schedule 4.20(e). There are no pending or, to the Seller’s Knowledge, there have been no Releases atthreatened actions seeking to modify, torevoke or deny renewal of any such Governmental Approvals, fromexcept as disclosed on Schedule 4.20(e). (f) Notwithstanding any of the representations and warranties contained elsewhere in this Agreement, in, on, all matters relating in any way to compliance with or liability under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets any representations and the Owned Real Property; warranties regarding Environmental Laws and (vi) related matters shall be governed exclusively by this Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property4.20.

Environmental, Health and Safety Matters. With respect (a) The Companies (i) are and at all times have been in compliance with all Environmental Laws, Occupational Safety and Health Laws and (ii) hold possession of all Permits necessary for the conduct of their business and are in compliance in all respects with the terms and conditions thereof, except in each case (i) and (ii) where failure to do so would not (x) impair the ability of the Companies (taken as a whole) to operate in the Ordinary Course of Business or (y) result in a Liability to the Business, the Purchased Assets and the Owned Real Property, except Companies (taken as set forth on Section 3.15(aa whole) in an amount greater than five percent (5%) of the Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required consolidated assets of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business Companies as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals reflected in the European Union; Financial Statements of the Companies as of the Balance Sheet Date. (iib) None of the Seller Companies has not received any inspection visit, written notice stating that the conduct of the Business notice, report, or the condition of other information regarding any Owned Real Property actual or Purchased Assets is or may be currently in alleged violation of any Environmental Law Laws, Occupational Safety and Health Laws from a Governmental Authority, including any investigatory, remedial, clean-up or that Seller may corrective obligations relating to Contamination caused to the Environment and attributable to the Companies; nor have a liability under the Companies been subject to fines or infractions for violations to Environmental Laws with Laws, Occupational Safety and Health Laws. The Companies are not undertaking or have planned any investigation, remedial action or other works in respect to the Businessany Hazardous Material present or allegedly present in soil, the Purchased Assetssub-soil, surface, water or the Owned Real Property; ground water. (iiic) no Proceeding is pending orThe Companies have not received legal or administrative actions, threats to the Seller’s Knowledge, threatened initiate any kind of procedure or possible lawsuit against the Seller that alleges Companies by neighbors or any other individual or group related to environmental conditions or Contamination. (d) The Companies have not generated, handled, treated, recycled, stored, transported, disposed of, arranged for the disposal of, released or placed any Hazardous Materials at any location in a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could manner reasonably be expected likely to result in Liability Contamination under any Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held Law and that as a consequence may require of a Response Action. The Companies have treated, stored, disposed of, transported, handled, generated, or released any Hazardous Materials within property or other property or facility currently or previously owned, leased, operated, or controlled by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) any of the Seller Disclosure Schedule sets forth an accurate and complete list of all Companies in compliance with Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertyLaw.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except Except as set forth on in Section 3.15(a3(s) of the Seller Disclosure Schedule: Schedule and except for any matters, individually or in the aggregate that would not be reasonably expect to have a Material Adverse Effect: (i) to the Seller’s Knowledge, the Seller The Target Business is in material compliance with all applicable Environmental Laws Environmental, Health, and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; Safety Requirements. (ii) In connection with the Target Business and except for any matters that have been resolved, Seller has not received any written notice stating that the conduct of the Business notice, report or the condition of other request for information regarding any Owned Real Property actual or Purchased Assets is or may be currently in alleged violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assetsof, or the Owned Real Property; Liability under, Environmental, Health, and Safety Requirements. (iii) no Proceeding is pending orTo the Knowledge of Seller, to the Seller’s KnowledgeReal Property does not have any (A) underground storage tanks containing Hazardous Materials, threatened against the Seller that alleges a violation by (B) asbestos-containing material in any form or Liability of the Seller under any applicable Environmental Laws condition, (C) materials or Environmental Authorizations; equipment containing polychlorinated biphenyls, or (D) landfills, surface impoundments, or disposal areas, or (E) toxic mold. (iv) to To the Knowledge of Seller’s Knowledge, there have been no Releases atthe Target Business has not treated, tostored, fromdisposed of, inarranged for or permitted the disposal of, ontransported, to handled, manufactured, distributed, or under the Purchased Assets or Owned Real Property released any Hazardous Material in violation of Environmental Laws or Environmental Authorizations or a manner that could would be reasonably be expected likely to result in Liability under Environmental Laws; any Liabilities pursuant to any Environmental, Health, and Safety Requirements. (v) Neither this Agreement nor the Seller holds all Environmental Authorizations required consummation of the transactions that are contemplated by this Agreement will result in any obligations for site investigation or cleanup, or notification to be held by or consent of Governmental Authority or third parties, pursuant to any of the Seller so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (vi) To the Knowledge of Seller, the Target Business has not manufactured, sold, marketed, installed, or distributed products or other items containing asbestos. (vii) To the Knowledge of Seller, the Target Business has not assumed or undertaken any Liability of any other Person relating to Environmental, Health, and Safety Requirements. (viii) To the Knowledge of Seller, in connection with the BusinessTarget Business there are no facts, events or conditions relating to the past or present facilities, properties or operations of the Target Business that will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including any relating to on-site or off-site releases or threatened releases of Hazardous Materials, substances or wastes, personal injury, property damage or natural resources damage. (ix) Seller has furnished to Buyer all environmental audits, reports and other environmental documents relating to the Target Business that are (A) dated not more than five years prior to the date hereof and (B) in Seller’s possession or under Seller’s reasonable control. (x) To the Knowledge of Seller, the Purchased Assets and Target Business has not manufactured, sold, marketed, installed or distributed products or other items containing welding rods or that could result in fumes from welding rods. (xi) To the Owned Real Property; and (vi) Section 3.15(a)(vi) Knowledge of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the BusinessSeller, the Purchased Assets and the Owned Real PropertyTarget Business has not manufactured, sold, marketed, installed or distributed products or other items containing silica.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except (a) Except as set forth on Section 3.15(a) Schedule 3.20(a), all assets and property --------------- currently or previously owned, leased, operated, or used by the Company, or any of its predecessors in interest, or in connection with the Business ("Environmental Property"), all current and ------------------------- previous conditions on and uses of the Seller Disclosure ScheduleEnvironmental Property, and all current and previous ownership and operations of the Environmental Property and of the Company (including without limitation transportation and disposal of Hazardous Materials (as hereinafter defined) by or for the Company) comply and have at all times complied, and do not cause, have not caused, and will not cause liability to be incurred by the Company under any current or past Law relating to the protection of health, safety or the environment, including without limitation: the Occupational Safety and Health Act, the Clean Air Act, the Federal Water Pollution Control Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substance Control Act, as all may be amended from time to time, any comparable state or foreign law, and the common law, including the law of nuisance and strict liability (collectively, "Environmental Law"). Except ------------------- as set forth on Schedule 3.20(a), the Company is not in violation of and has never violated any Environmental Law. (b) Except as set forth on Schedule 3.20(b), the Company has properly --------------- obtained and is in compliance with all necessary permits, registrations, approvals, and licenses ("Environmental Permits"), ----------------------- and has properly made all filings with and submissions to any Government or other authority required by any Environmental Law. Except as set forth on Schedule 3.20(b), no deficiencies have ----------------- been asserted by any such Government or authority with respect to such items. (c) Except as set forth on the respective subsection of Schedule -------- 3.20(c), there has been no spill, discharge, leak, leaching, ------- emission, migration, injection, disposal, escape, dumping, or release of any kind on, under or from the Environmental Property or by or on behalf of the Company of any (i) to pollutants or contaminants, (ii) hazardous, toxic, infectious or radioactive substances, chemicals, materials or wastes (including without limitation those defined as hazardous under any Environmental Law), (iii) petroleum including crude oil or any derivative or fraction thereof, (iv) asbestos fibers, (v) solid wastes, (vi) silicia or (vii) mold ((i)-(vii), collectively, "Hazardous --------- Materials"). ----------- (d) Except as set forth on Schedule 3.20(d), there are and have been ---------------- no (i) Hazardous Materials present, stored, disposed of, generated, manufactured, refined, transported, produced, or treated at, upon, or from the Seller’s Knowledge, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European UnionProperty; (ii) ceramic or asbestos fibers or materials or polychlorinated biphenyls on, in or beneath the Seller Environmental Property, or (iii) underground storage tanks on or beneath the Environmental Property. (e) The Company has not delivered to Buyer, prior to the execution and delivery of this Agreement, complete copies of any and all (i) documents received by the Company from, or submitted by any written notice stating that the conduct of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assetsshareholders, or the Owned Real Company to the Environmental Protection Agency and/or any foreign, state, county or municipal environmental or health agency concerning the environmental condition of the Environmental Property or the effect of the operations of the Company on the environmental condition of the Environmental Property or any adjoining, adjacent or neighboring property and (ii) reviews, audits, reports, or other analyses concerning the Environmental Property; , or any adjoining, adjacent or neighboring property, in the possession of the Company, its Affiliates, or their respective agents, consultants or attorneys. (iiif) no Proceeding is Except as set forth on Schedule 3.20(f), there never has been ---------------- pending or, to the Seller’s KnowledgeKnowledge of the Employee Sellers, threatened against the Seller that alleges a violation by Company, any civil, criminal or Liability of the Seller under administrative action, suit, summons, citation, complaint, claim, notice, demand, request, judgment, order, lien, proceeding, hearing, study, inquiry or investigation based on or related to any applicable Environmental Laws Permits or an Environmental Authorizations; Law. (ivg) Except as set forth on Schedule 3.20(g), no facts, circumstances, --------------- activities, incidents or conditions exist with respect to the Seller’s KnowledgeEnvironmental Property or any property at which the Company arranged for the disposal, there have been no Releases atrecycling or treatment of Hazardous Materials, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to to: (i) result in Liability the Company incurring any losses, liabilities or expenses under any Environmental LawsLaw or Environmental Permit; (vii) interfere with, prevent, or increase the Seller holds all costs of compliance or continued compliance with any Environmental Authorizations required to be held by the Seller Permits or any renewal or transfer thereof or any Environmental Law; (iii) make more stringent any restriction, limitation, requirement or condition under any Environmental Law or any Environmental Permit in connection with the Businessoperations on the Environmental Property. (h) Set forth on Schedule 3.20(h), the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete is a list of all sites where ----------------- Company's Hazardous Materials may have been sent in the past, or are currently being sent for disposal, treatment, recycling or storage, including the address of each such site, and a description and estimate of the amount of the Hazardous Materials disposed of, treated, recycled or stored at each such site. (i) Except as set forth in Schedule 3.20(i), there is not nor has ----------------- there been exposure or resulting consequences to any persons, including, without limitation, employees of the Company, to any Hazardous Materials stored, treated, generated or handled at the Environmental Authorizations held Property or in a product sold, distributed or disposed of by the Seller Company. (j) The Company has complied with all Laws relating to the disposal of any batteries or related materials used its own operations, including without limitation any batteries or related materials acquired for incorporation into, delivery in connection with with, or actually incorporated into, any Company Products. (k) The Company has never undertaken any responsibility for the Business, renewal or disposal of batteries in Company Products sold to its customers and has provided all appropriate and necessary warnings and advisements to such customers regarding the Purchased Assets and the Owned Real Propertydisposal of batteries or related materials.

Environmental, Health and Safety Matters. With respect to Except as disclosed on Schedule 3.21: (a) The Cobalt Companies have complied and are in compliance, in all material respects, with all Environmental and Safety Requirements. (b) Without limiting the Businessgenerality of the foregoing, the Purchased Assets Cobalt Companies have, in all material respects, obtained and the Owned Real Propertycomplied with, except as set forth on Section 3.15(a) are in compliance with, and have timely applied for any required renewals, of the Seller Disclosure Schedule: (i) all Permits, licenses, and other authorizations required pursuant to the Seller’s KnowledgeEnvironmental and Safety Requirements, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) no condition exists that would reasonably be expected to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals result in the European Union; revocation or non-renewal thereof by any Governmental Authority. (iic) the Seller has The Cobalt Companies have not received any claim, written notice, report, notice stating that the conduct of the Business investigation or the condition of other information regarding any Owned Real Property actual or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in alleged violation of Environmental Laws and Safety Requirements or any Liabilities or potential Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Cobalt Companies or their facilities and arising under Environmental Authorizations and Safety Requirements. (d) The Cobalt Companies have not incurred any material Liabilities under any Environmental and Safety Requirements. (e) None of the property owned, leased, occupied, or operated by the Cobalt Companies is affected by any condition, and there has been no activity or failure to take any action by the Cobalt Companies, that could reasonably be expected to result in any material Liability or obligation under any Environmental and Safety Requirements. (f) There is no Hazardous Substance present in quantities greater than those allowed by applicable Environmental and Safety Requirements on or in the environment at any Company Property. There has been no disposal, treatment or Release of a Hazardous Substance, material or waste to the environment at any facility now operated by the Cobalt Companies (or any predecessor for which they may be responsible) or at any facility formerly owned or operated by the Cobalt Companies (or any predecessor for which it may be responsible) that, in each case, that could give rise to material Liability under any Environmental Lawsand Safety Requirements. No employee of the Cobalt Companies or other Person has been injured as a result of Release of a Hazardous Substance at any facility currently or formerly operated by the Cobalt Companies. (g) No waste has been disposed of by the Cobalt Companies at any site or location that could give rise to material Liability under any Environmental and Safety Requirements. (h) True, correct and complete copies of all Phase One, Phase Two, and other environmental assessments or reports, and all environmental compliance audits of facilities now or, within the last 5 years, formerly owned, leased, controlled or operated by the Cobalt Companies within the possession of the Cobalt Companies have been made available to Buyer. (i) The Cobalt Companies have not assumed by contract (including any administrative order, consent agreement, lease or sale lease-back) or operation of law, or otherwise agreed, to: (i) indemnify or hold harmless any other Person for any material violation of any Environmental and Safety Requirement or any material obligation or Liability thereunder; (vii) the Seller holds all Environmental Authorizations required assume any material Liability for any Release of any Hazardous Substance, conduct any response, removal or remedial action with regard to any Release of any Hazardous Substance, or implement any institutional controls (including any deed restrictions) regarding any existing Hazardous Substance; or (iii) release or waive any Liability that would impair any claim, demand or other Proceeding related to any material Release of any Hazardous Substance in, on, under, to or from any real property against a previous owner or operator of any real property or against any other Person who may be held potentially responsible for such Release. (j) No underground storage tanks, friable asbestos, lead-based paint or polychlorinated biphenyls are located at any property currently owned, leased or operated by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertyCobalt Companies.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except (a) Except as set forth on Section 3.15(a) of the Schedule_4.20(a), each Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller has been and is in material compliance with all applicable Environmental Laws applicable to such Seller and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including at the obligations imposed Facilities, and possesses and complies and has complied with all Environmental Permits required under such Environmental Laws. All Environmental Permits held by any Seller are set forth on Schedule 4.20(a). No Seller has been notified by any Governmental Entity that any such Environmental Permits will be modified, suspended or revoked or cannot be renewed in the Ordinary Course of Business consistent with past practice. (b) Except as set forth on Schedule 4.20(b), there are no present or past Environmental Conditions. (c) There is no pending or threatened Environmental Claim against any Seller or any Seller’s affiliates relating to the Real Property. (d) There are no Hazardous Materials or other conditions at, under or emanating from, and there has been no Release at, on or adjoining, any real property currently or formerly owned, operated or leased by any Seller or any respective predecessors-in-interest (collectively, the “Property”) that would reasonably be expected to give rise to an Environmental Claim against or Liability of any Seller under any Environmental Law. (e) None of the Real Property is (i) listed or proposed for listing on the Business National Priorities List promulgated under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; CERCLA, (ii) listed on the Comprehensive Environmental Response, Compensation, and Liability Information System promulgated under CERCLA, or (iii) listed on any comparable list promulgated or published by any Governmental Entity. No Lien has been recorded under any Environmental Law with respect to any of the Property. (f) No Seller has not received assumed, contractually or by operation of applicable Law, any written notice stating that Liabilities of any third party under any Environmental Law. (g) The execution and delivery by the conduct Sellers of this Agreement and the consummation by the Sellers of the Business or the condition of transactions contemplated hereby will not require any Owned Real Property or Purchased Assets Remedial Action under any Environmental Law. (h) No Seller is or may be currently in violation of conducting any Remedial Action under any Environmental Law, nor is any Seller obligated under any Environmental Law or that order, decree or agreement with any Governmental Entity to conduct any such Remedial Action, in each case related to any Seller may have a liability under Environmental Laws with respect to or the Business. (i) There are no underground storage tanks or related piping, the Purchased Assetssurface impoundments, land disposal sites, hazardous waste storage, treatment, or disposal units or facilities or friable asbestos containing material at the Owned Real Property; Facilities. (iiij) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (ivSchedule 4.20(j) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate accurate, true, correct and complete list of all Environmental Authorizations held by Reports. Copies of such Environmental Reports and written notices and correspondence have previously been provided to the Seller in connection with Buyer Parties. (k) Each of the Business, the Purchased Assets locations where Sellers conduct Business and the Owned Real Property are in material compliance with OSHA, and all other applicable Laws with respect to occupational safety and health. There are no actions, suits, claims, notices of potential claims, regulatory proceedings or other litigation, proceedings or governmental investigations pending or threatened against or affecting the Business of the Sellers or any of the Real Property, in each case based upon an alleged violation of OSHA or any other applicable Law with respect to occupational safety and health. (l) There are no actions, suits, claims, notices of potential claims, regulatory proceedings or other litigation, proceedings or governmental investigations pending or threatened against or affecting the business of any Seller or any of the Facilities, in each case based upon an alleged exposure to asbestos or based upon an alleged exposure to any other substance or condition at any of the Facilities or the Property that is alleged to violate OSHA or any other applicable Law with respect to occupational safety and health. (m) The Sellers and the Facilities and their operations and assets are not reasonably expected to require a material capital expenditure or annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental Law.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth on Section 3.15(a(a) of the Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of Laws, except as would not have a Material Adverse Effect. (b) Within the Seller under Environmental Laws last three (“Environmental Authorizations”3) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the years, Seller has not received any written notice stating notice, report or other information alleging, and to Seller’s Knowledge there are no conditions that constitute, a violation of Environmental Laws, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) relating to the conduct Project arising under Environmental Laws, except as disclosed on Schedule 4.20(b). (c) Except as disclosed on Schedule 4.20(c), Seller has not caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, disposal, Release, transport or handling of any Hazardous Substances at any of the Business or the condition of any Owned Real Property or Purchased Assets is that has resulted in (i) an investigation or may be currently in cleanup required under Environmental Laws or (ii) a violation of any Environmental Law or that Seller may Law, except, in each case, as would not reasonably be expected to have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real Property; Material Adverse Effect. (iiid) There are no Proceeding is pending or, to the Seller’s Knowledge, threatened against actions with respect to the Seller that alleges a Purchased Assets alleging or concerning any violation by of or Liability responsibility or liability under any Environmental Law or the Release, threatened Release or presence of any Hazardous Substances at, on, beneath, to, from or in the indoor or outdoor environment at any of the Purchased Assets or any off-site location (including soil sediment, surface water, groundwater, air or any component of a structure), except as would not have a Material Adverse Effect. (e) Seller holds all material Governmental Approvals from all Governmental Authorities under any applicable all Environmental Laws or Environmental Authorizations; required for the Project and the Purchased Assets and is in compliance with all such Governmental Approvals (iv) except for such noncompliance as would not have a Material Adverse Effect), all of which are listed on Schedule 4.20(e). There are no pending or, to the Seller’s Knowledge, there have been no Releases atthreatened actions seeking to modify, torevoke or deny renewal of any such Governmental Approvals, fromexcept as disclosed on Schedule 4.20(e). (f) Notwithstanding any of the representations and warranties contained elsewhere in this Agreement, in, on, all matters relating in any way to compliance with or liability under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets any representations and the Owned Real Property; warranties regarding Environmental Laws and (vi) related matters shall be governed exclusively by this Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property4.20.

Environmental, Health and Safety Matters. With respect (a) Except as set forth in Schedule 4.26(a) which lists sites with on-going remediation activities, CFS has complied and is in compliance with all Environmental, Health, and Safety Requirements. (b) CFS has obtained, has complied with, and is in compliance with all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. Except as set forth in Schedule 4.26(b), such Permits are in full force and effect, free from Breach, and the Transactions will not adversely affect them. (c) Except as set forth in Schedule 4.26(a) or (c), no Greinke Party has received any written or to the BusinessKnowledge of the Greinke Parties oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to CFS or its facilities arising under Environmental, Health, and Safety Requirements within the past five (5) years. (d) CFS has not treated, recycled, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or Released any substance, including any Hazardous Materials, or 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 any Damages, including any Damages for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Purchased Assets Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements. For this section “Hazardous Materials” means any substance, pollutant, contaminant, material, or waste, or combination thereof, whether solid, liquid, or gaseous in nature, subject to regulation, investigation, control, or remediation under any Environmental, Health, and Safety Requirement, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, and the Owned Real PropertyResource Conservation and Recovery Act. (e) The Transactions as they relate to CFS will not result in any Liabilities for site investigation or cleanup, except or require the Consent of any Person, pursuant to any Environmental, Health, and Safety Requirements, including any so-called “transaction-triggered” or “responsible property transfer” requirements. (f) Except as set forth on Section 3.15(aSchedule 4.26(f), CFS has not, either expressly or by operation of Law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (g) of the Seller Disclosure Schedule: (i) No facts, events or conditions relating to the Seller’s Knowledgepast or present facilities, the Seller is in material properties or operations of CFS will prevent, hinder or limit continued compliance with all applicable Environmental Laws Environmental, Health, and all Governmental Authorizations required of the Seller Safety Requirements, give rise to any Damages or any other Liabilities under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller has not received any written notice stating that the conduct of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the BusinessEnvironmental, the Purchased AssetsHealth, or the Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertySafety Requirements.

Environmental, Health and Safety Matters. With (i) The Company Parties and their predecessors and, with respect to the Business, Affiliates have complied, and are in compliance, in all material respects with all Environmental, Health and Safety Requirements. The Company Parties have not received in writing any notice, report or other information regarding any actual or alleged violation or breach of any Environmental, Health and Safety Requirement which either remains pending or unresolved, or is the Purchased Assets and source of ongoing obligations or requirements, as of the Owned Real PropertyClosing Date, except as set forth on Section 3.15(a4.1(i)(i) of the Seller Disclosure Schedule: (i) . The Seller has furnished to Purchaser all material environmental audits and environmental reports that identify any liability to the Seller’s Knowledge, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct Company Parties or the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals that are in the European Union; Company Parties’ or the Equityholders’ possession. (ii) None of the Seller has following exists at any of the Leased Real Property: (A) underground storage tanks; (B) asbestos-containing material in any form or condition; (C) materials or equipment containing polychlorinated biphenyls; or (D) landfills, surface impoundments or Hazardous Substance disposal areas. The Company Parties have not unlawfully treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed or released any Hazardous Substance. None of the Company Parties have received any written notice stating that any of the conduct of Leased Real Property is contaminated by any Hazardous Substance, which has or would reasonably be likely to give rise to any material Liabilities to the Business or the condition Company Parties pursuant to any Environmental, Health and Safety Requirements. The Company Parties have not assumed, undertaken or otherwise become subject to any material Liability, including any obligation for corrective or remedial action, of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect other Person relating to the BusinessEnvironmental, the Purchased Assets, or the Owned Real Property; Health and Safety Requirements. (iii) no Proceeding is pending orNeither this Agreement nor any Related Agreement, to nor the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability consummation of the Seller under any applicable Environmental Laws transactions contemplated herein or Environmental Authorizations; (iv) to the Seller’s Knowledgetherein, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could would reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required any obligation for site investigation or cleanup, or notification to be held by the Seller in connection with the Businessor consent of any Governmental Authority or third parties, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) pursuant to any of the Seller Disclosure Schedule sets forth an accurate so-called “transaction-triggered” or “responsible property transfer” Environmental, Health and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertySafety Requirements.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except Except as set forth on Section 3.15(aSchedule 3.22: (a) Each of the Seller Disclosure ScheduleAcquired Companies (and to the Knowledge of the Company, each facility currently or formerly owned, leased or operated thereby) at all times has been and is in compliance with all Environmental, Health and Safety Laws, except where the failure to so comply would not materially and adversely affect an Acquired Company. Each of the Acquired Companies holds and is in compliance with all Permits required to be held by it under Environmental, Health and Safety Laws or which relate to an Acquired Company’s manufacture, generation, processing, distribution, use, treatment, storage, disposal, release, remediation, clean-up, transport or handling of Materials of Environmental Concern, except where the failure to hold any such Permit or to comply with any such Permit would not reasonably be expected to materially and adversely affect the Acquired Companies as a whole. Set forth on Schedule 3.22 is a list of all such material Permits. (b) To the Knowledge of the Company, none of the Acquired Companies has received written notice from any third party, including any Authority, that any past or present conditions, circumstances, activities, practices, incidents or actions thereof, or of any facility currently or formerly owned, leased or operated thereby: (i) to the Seller’s Knowledgemay interfere with or prevent compliance or continued compliance by such Acquired Company with any Environmental, the Seller is in material compliance with all applicable Environmental Laws Health and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European UnionSafety Laws; (ii) the Seller has not received may give rise to any written notice stating that the conduct common law or legal liability relating to any Materials of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real PropertyConcern; (iii) may otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation relating to any Materials of Environmental Concern or (iv) has been identified by the United States Environmental Protection Agency as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, or with regard to any state law equivalent to CERCLA, except as would not reasonably be expected to materially and adversely affect the Acquired Companies as a whole. (c) To the Knowledge of the Company, none of the Acquired Companies or their predecessors has released, placed, spilled, or disposed, whether intentionally or unintentionally, any Materials of Environmental Concern at or from any Real Property, or any other facility formerly owned, leased or operated by any Acquired Company, or off-site at any facility or property owned and/or operated by a third party, so as to create any liability for any Acquired Company under any Environmental, Health and Safety Laws, except as would not reasonably be expected to materially and adversely affect the Acquired Companies as a whole. (d) There is no Proceeding is civil, criminal or administrative action, suit, demand, claim, hearing, notice or demand letter, notice of violation, request for information, investigation or proceeding pending or, to the Seller’s KnowledgeKnowledge of the Company, threatened in writing against any Acquired Company relating in any way to any Materials of Environmental Concern at any location (whether located on the Seller that alleges a facilities of the Acquired Companies or off-site, and whether used currently or in the past) or to any violation of any Environmental, Health and Safety Laws. (e) All reports, correspondence from or with any Authority, investigations and audits that, to the Knowledge of the Company, exist (whether prepared for the Seller, the Company, the Acquired Companies or for, by or Liability at the request of any Authority) regarding environmental conditions, violations of any Environmental, Health and Safety Laws, and/or to Materials of Environmental Concern at any location (whether located on the facilities of the Seller Acquired Companies or off-site, and whether used currently or in the past) have been supplied to the Purchaser. This Section 3.22 contains the sole and exclusive representations and warranties of the Company with respect to any environmental, health and safety matters with respect to the Acquired Companies, including any arising under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s KnowledgeEnvironmental, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Health and Safety Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except Except as set forth on Section 3.15(ain Schedule 4.19, (a) The Company and each of its Subsidiaries is, and during all periods of applicable statutes of limitations has been, in compliance in all material respects with all Environmental, Health and Safety Requirements. Neither the Company nor any of its Subsidiaries has any reasonable basis to expect, nor has any of them received, any order or notice from any Governmental Entity related to any actual, threatened or alleged violation or failure to comply with any Environmental, Health and Safety Requirement with respect to any Company Real Property or other real property (whether formerly or presently leased, owned, or otherwise used or operated) or asset in which the Company or its Subsidiaries has or had an interest. Without limiting the generality of the Seller Disclosure Schedule: foregoing, each of the Company and its Subsidiaries 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. The Company and its Subsidiaries have filed all material notices that are required under any applicable Environmental, Health and Safety Requirements and each of the Company and its Subsidiaries is in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained therein. There are no facts, events, circumstances or conditions that exist that would reasonably be expected to prevent, hinder, or otherwise limit such continued compliance with any Environmental, Health and Safety Requirement or any permits, licenses, governmental authorizations and notices issued thereunder. (b) Neither the Company nor its Subsidiaries has received notice of actual or threatened liability under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or any similar foreign, state or local statute or ordinance from any governmental agency or any third party and, to the Knowledge of the Company or any of its Subsidiaries, there are no facts, events, circumstances or conditions which would reasonably be expected to (i) form the basis for the assertion of any claim against the Company or its Subsidiaries under any Environmental, Health and Safety Requirement, including CERCLA or any similar local, state or foreign law with respect to any on-site or off-site location; or (ii) lead to investigative, remedial, or corrective obligations pursuant to Environmental, Health and Safety Requirements or give rise to other liabilities (whether accrued, absolute, contingent, unliquidated, or otherwise) under Environmental, Health and Safety Requirements. (c) Neither the Company nor its Subsidiaries has entered into or agreed to enter into, and does not anticipate entering into, any consent decree or order, and neither the Company nor any of its Subsidiaries is subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of Hazardous Materials under, any applicable Environmental, Health and Safety Requirements. (d) Neither the Company nor its Subsidiaries has been alleged to be in violation of, and has not been subject to any administrative or judicial proceeding pursuant to, applicable Environmental, Health and Safety Requirements either now or any time during the past five (5) years and neither the Company nor its Subsidiaries 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. (e) There are no Actions pending or to the Seller’s Knowledge, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required Knowledge of the Seller under Company or any of its Subsidiaries, threatened against the Company or its Subsidiaries, pursuant to or based upon any provision of any Environmental Laws Health and Safety Requirement arising out of (“Environmental Authorizations”i) to conduct any act or omission of the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration Company or its Subsidiaries, or any of chemicals in the European Uniontheir respective employees, agents or representatives; (ii) the Seller has not received any written notice stating that ownership, use, control or operation by the conduct of the Business Company or the condition its Subsidiaries of any Owned Real Property plant, facility, site, yard, area or Purchased Assets is property currently or may be currently in violation of any Environmental Law previously owned or that Seller may have a liability under Environmental Laws with respect to leased by the Business, the Purchased Assets, Company or the Owned Real Property; its Subsidiaries or (iii) no Proceeding is pending 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 the Company or its Subsidiaries or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability Knowledge of the Seller Company or any of its Subsidiaries, by any other Person (the term “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the Environment, and the term “Environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air). (f) The Company and its Subsidiaries have delivered or Made Available to Parent true, correct and complete copies of all material reports, investigations, evaluations, assessments, studies, analyses, correspondence, monitoring, memoranda, data and the complete files relating to environmental matters of the Company and each of its Subsidiaries and any properties formerly or currently leased, owned or otherwise used or operated by the Company or any of its Subsidiaries in the possession, custody or control of the Company or any of its Subsidiaries. None of the Company or its Subsidiaries has paid any fines or penalties with respect to environmental matters. (g) There has been no Release of Hazardous Materials at, on under, or from any presently or formerly leased or owned Company (including any Subsidiary) Real Properties for which any investigatory, remedial, monitoring, or restoration or remediation activities would be required under Environmental, Health and Safety Requirements and none of the Company Real Properties, any improvements thereon or any equipment of the Company or its Subsidiaries contains or has contained any asbestos, PCBs, underground storage tanks, pits or sumps on or under any applicable Environmental Laws such Company Real Property, improvements or Environmental Authorizations; equipment for which any investigatory, remedial, monitoring or restoration activities would be required under Environmental, Health and Safety Requirements. (ivh) to Neither the Seller’s KnowledgeCompany nor any of its Subsidiaries has imported, there have been no Releases atmanufactured, tostored, fromused, inoperated, ontransported, to treated or under disposed of any Hazardous Materials other than in compliance in all material respects with all Environmental, Health and Safety Requirements. (i) Neither this Agreement nor the Purchased Assets or Owned Real Property in violation consummation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to the transactions contemplated hereby will result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required any obligations for site investigation or cleanup or consent of any Governmental Entity or third party pursuant to be held by the Seller in connection with the Businessany so-called “transaction-triggered” or “responsible property transfer” or “environmental property transfer” Environmental, the Purchased Assets Health and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertySafety Requirement.

Environmental, Health and Safety Matters. With Except as would not be reasonably likely to result in a TF Material Adverse Effect, as of the Commencement Date: (a) TF will possess all material permits and approvals required under, and is in compliance in all material respects with, all Environmental Laws and will be in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in all Environmental Laws or contained in any other Law, or any notice or demand letter issued thereunder; (b) TF will not have received notice of actual or threatened material liability under any Environmental Law or any similar foreign Law from any Governmental Entity or any third party, and, to the knowledge of TF, there will be no fact or circumstance that could form the basis for the assertion of any material claim against TF under any Environmental Law, including with respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth on Section 3.15(aany on-site or off-site location; (c) of the Seller Disclosure Schedule: TF (i) will not have entered into or agreed to the Seller’s Knowledgeenter into any consent decree or order, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller has will not received have contemplated entering into any written notice stating that the conduct of the Business consent decree or order, and (ii) will not be subject to any judgment, decree or judicial or administrative order relating to compliance with, or the condition cleanup of Hazardous Materials under, any Owned Real Property or Purchased Assets is or may applicable Environmental Law; (d) to the knowledge of TF, TF will not be currently alleged to be in violation in any material respect of, and will not be subject to any administrative or judicial proceeding pursuant to, applicable Environmental Laws; (e) TF will not be subject to any material Liability incurred or imposed or based upon any provision of any Environmental Law arising out of any act or that Seller may omission of TF, or TF's employees, agents or representatives or arising out of the ownership, use, control or operation by TF of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by TF) from which any Hazardous Material was Released; (f) TF will have a liability under Environmental Laws made available to SBF true, correct and complete copies of all reports and files relating to environmental matters; and TF will not have paid any material fine, penalty or assessment with respect to the Business, the Purchased Assets, or the Owned environmental matters; (g) no Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledgeimprovement or equipment will contain any asbestos, threatened against the Seller that alleges a violation by polychlorinated biphenyls, underground storage tanks, open or Liability of the Seller closed pits, sumps or other containers on or under any applicable Environmental Laws asset; and (h) TF will not have imported, manufactured, stored, used, operated, transported, treated or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property disposed of any Hazardous Material other than in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under compliance with all Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property.

Environmental, Health and Safety Matters. With Except as publicly disclosed or as would not be reasonably likely to have an SBF Material Adverse Effect: (a) SBF possesses all material permits and approvals required under, and is in compliance in all material respects with, all Environmental Laws and is in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in all Environmental Laws or contained in any other Law, or any notice or demand letter issued thereunder; (b) SBF has not received notice of actual or threatened material liability under any Environmental Law or any similar foreign Law from any Governmental Entity or any third party, and, to the knowledge of SBF, there is no fact or circumstance that could form the basis for the assertion of any material claim against SBF under any Environmental Law, including with respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth on Section 3.15(aany on- site or off-site location; (c) of the Seller Disclosure Schedule: SBF (i) has not entered into or agreed to the Seller’s Knowledgeenter into any consent decree or order, the Seller is in material compliance with all applicable Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller has not received contemplated entering into any written notice stating that the conduct of the Business consent decree or order, and (ii) is not subject to any judgment, decree or judicial or administrative order relating to compliance with, or the condition cleanup of Hazardous Materials under, any Owned Real Property or Purchased Assets applicable Environmental Law; (d) to the knowledge of SBF, SBF is or may not alleged to be currently in violation in any material respect of, and is not subject to any administrative or judicial proceeding pursuant to, applicable Environmental Laws; (e) SBF is not subject to any material Liability , incurred or imposed or based upon any provision of any Environmental Law or that Seller may have a liability under Environmental Laws arising out of any act or omission of SBF, or SBF's employees, agents or representatives or arising out of the ownership, use, control or operation by SBF of the Xxxxxx Plant; (f) SBF has made available to TF true, correct and complete copies of all reports and files relating to environmental matters; and SBF has not paid any material fine, penalty or assessment with respect to the Business, the Purchased Assets, or the Owned environmental matters; (g) no SBF Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledgeimprovement or equipment contains any asbestos, threatened against the Seller that alleges a violation by polychlorinated biphenyls, underground storage tanks, open or Liability of the Seller closed pits, sumps or other containers on or under any applicable Environmental Laws asset; and (h) SBF has not imported, manufactured, stored, used, operated, transported, treated or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property disposed of any Hazardous Material other than in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under compliance with all Environmental Laws; (v) the Seller holds all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except (a) Except as set forth on Section 3.15(a) of the Seller Disclosure Schedule: Schedule 2.24: (i) to the Seller’s Knowledge, the Seller is Company and each Subsidiary and their respective operations are in material compliance with all applicable Environmental Laws and, in the case of pipeline safety, prudent industry practices, and all Governmental Authorizations required of the Seller under have been in material compliance with Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals and, in the European Union; (ii) the Seller has case of pipeline safety, prudent industry practices, except for historical noncompliance that would not received any written notice stating that the conduct of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability the Company or any Subsidiary incurring material Environmental Costs and Liabilities; (ii) none of the Sellers, the Company or any Subsidiary has received any written request for information, or has been notified that it is a potentially responsible party, under CERCLA (as hereinafter defined) or any similar state law with respect to any on-site or off-site location for which liability is currently being asserted against them with respect to the activities or operations of the Company or its Subsidiaries; (iii) there are no material writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, proceedings or investigations pending or to their knowledge threatened, involving the Company or any Subsidiary relating to (A) their compliance with any Environmental Law, or (B) the release, disposal, discharge, spill, treatment, storage or recycling of Hazardous Materials into the environment at any location which would reasonably be expected to result in the Company or any Subsidiary incurring any material liability under Environmental Laws; ; (iv) the Company and each Subsidiary have obtained, currently maintain and are in material compliance with all Licenses which are required under Environmental Laws for the operation of their respective businesses (collectively, "Environmental Permits"), all such Environmental Permits are in effect and no appeal nor any other action is pending to revoke any such Environmental Permit; (v) to the Seller holds all extent that the Company will require additional Environmental Authorizations required to be held by Permits for the Seller operation of its business during construction of the Expansion Projects or in connection with the BusinessExpansion Projects, all necessary applications for such Environmental Permits due as of the Purchased Assets Closing in accordance with the Construction Budgets and the Owned Real Property; and Schedules set forth on Schedule 2.19(b) have been or will be made in a timely fashion; (vi) Section 3.15(a)(vithe Company has no knowledge of any reason why any such Environmental Permit that has been applied for, but not yet granted, will not be obtained without undue burden and in form and substance sufficient to permit (A) the continued lawful conduct of the Seller Disclosure Schedule sets forth an accurate Company's business during construction of the Expansion Projects, and complete list (B) the lawful conduct of all the Company's business with respect to the Expansion Projects as such business is expected to be conducted; (vii) the Company has no knowledge of any reason why any Environmental Authorizations held by Permit required for the Seller operation of its business during construction of the Expansion Projects or in connection with the BusinessExpansion Projects that has not yet been applied for will not be obtained without undue burden and in form and substance sufficient to permit the (A) continued lawful conduct of the Company's business during construction of the Expansion Projects, and (B) the Purchased Assets lawful conduct of the Company's business with respect to the Expansions Projects as such business is expected to be conducted; (viii) all such Environmental Permits are transferable and the Owned Real PropertySellers and the Company will cooperate with the Buyers to secure any required transfer of those Environmental Permits; (ix) no cleanup, investigation or remedial action has occurred at the properties that are currently owned, leased, operated or otherwise used by the Company or any Subsidiary that could result in the assertion or creation of a lien on such property by any Governmental Authority with respect thereto and for which the Company or any Subsidiary would be responsible, nor has any such assertion of a lien been made by any Governmental Authority with respect thereto which has not been removed; (x) there are no material Environmental Costs and Liabilities which may arise against them based on their activities prior to the Closing Date at the properties that are currently, or previously were, owned, leased, operated or otherwise used by the Company or any Subsidiary; (xi) there have been no Pipeline ruptures resulting in injury, loss of life, or material property damage; and (xii) to the knowledge of the Company and its Subsidiaries, there are no defects, corrosion or other damage to the Pipeline that would create a material risk of pipeline integrity failure. (b) The following terms shall have the following meanings:

Environmental, Health and Safety Matters. With (a) There has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of Hazardous Material by Company (or, to the Knowledge of Company, any of its predecessors in interest) at, upon or from any of the property now or previously owned or leased by Company in violation of any Environmental Law, other than immaterial violations that would not have a Company Material Adverse Effect. (b) There has been no spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any Hazardous Material in violation of any Environment Law other than immaterial violations that would not have a Company Material Adverse Effect, due to or caused by Company or with respect to the Business, the Purchased Assets which Company has Knowledge. (c) Company and the Owned Real Property, except as set forth on Section 3.15(a) each of the Seller Disclosure Schedule: (i) to the Seller’s Knowledgefacilities of Company are, the Seller is and have been, in compliance in all material compliance respects with all applicable Environmental Law, all Health and Safety Laws and all Governmental Authorizations required and/or Environmental Permits. In respect of the Seller facilities no person is undertaking, nor has Company received written notice that they are or may become subject to, remedial action or enforcement action under, or are not otherwise in compliance in all material respects with, applicable Environmental Law, Health and Safety Laws and/or Environmental Permits. (d) All Permits required under all applicable Environmental Laws (“Environmental Authorizations”) Law in relation to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration facilities of chemicals Company have been obtained and are in the European Union; (ii) the Seller full force and effect, and Company has not received any written notice stating that the conduct of the Business any such facilities’ Environmental Permits will be revoked, suspended or the condition of any Owned Real Property not renewed, except for such failures to obtain, revocations, suspensions or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may failures to renew as would not have a liability under Environmental Laws with respect Company Material Adverse Effect. (e) No written claims, including third party claims and claims from Governmental Entities, have been made or to the BusinessKnowledge of Company, the Purchased Assetsthreatened, or the Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or Company that could reasonably be expected to result in Liability under Environmental Lawsliability arising from or as a result of (i) on-site exposures to Hazardous Material at the facilities; (vii) releases of Hazardous Material at or from any facilities; or (iii) off-site treatment, storage or disposal of Hazardous Material transported from the Seller holds facilities, except for such claims that would not reasonably be expected to give rise to material liabilities. (f) Copies of all Environmental Authorizations required environmental and health and safety audits and other assessments, reviews and reports, written claims and environmental or health and safety test results since November 1, 2000 in the possession or control of Company relating to be held by Company or any of the Seller facilities have been provided to Parent and are listed in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi4.13(f) of the Seller Company Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertySchedule.

Environmental, Health and Safety Matters. With respect to Except as disclosed on Schedule 3.21: (a) The Company has at all times complied and is in compliance, in all material respects, with all Environmental and Safety Requirements. (b) Without limiting the Businessgenerality of the foregoing, the Purchased Assets Company has, in all material respects, obtained and the Owned Real Propertyat all times complied with, except as set forth on Section 3.15(a) of the Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller is in material compliance with with, and has timely applied for any required renewals of, all applicable Permits required pursuant to Environmental Laws and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller has not received any written notice stating that the conduct of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the BusinessSafety Requirements, the Purchased Assets, or the Owned Real Property; (iii) no Proceeding is pending orand, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability knowledge of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s KnowledgeCompany, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or condition exists that could would reasonably be expected to result in the revocation or non-renewal thereof by any Governmental Authority. (c) The Company has not received any claim, notice, report, notice of investigation or other information regarding any actual or alleged violation of Environmental and Safety Requirements or any such Permit or regarding any Liabilities or potential Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company or its facilities and arising under Environmental and Safety Requirements. (d) The Company has not incurred any material Liabilities under any Environmental and Safety Requirements. (e) None of the property owned, occupied, or operated by the Company is affected by any condition, and there has been no activity or failure to take action by the Company, that would reasonably be expected to result in any material Liability or obligation under any Environmental and Safety Requirements. (f) There is no Hazardous Substance present in quantities greater than those allowed by applicable Environmental and Safety Requirements on or in the environment at any Company Property. There has been no disposal, treatment or Release of a Hazardous Substance, material or waste to the environment at any facility now operated by the Company (or any predecessor for which it may be responsible) or at any facility formerly owned or operated by the Company (or any predecessor for which it may be responsible) that, in each case, that would be reasonably likely to give rise to material Liability under any Environmental Lawsand Safety Requirements. No employee of the Company or other Person has been injured as a result of Release of a Hazardous Substance at any facility currently or formerly operated by the Company. (g) No waste has been disposed of by the Company at any site or location that would be reasonably likely to give rise to material Liability under any Environmental and Safety Requirements. (h) True, correct and complete copies of all Phase One, Phase Two, and other environmental assessments or reports, and all environmental compliance audits of facilities now or, within the last 5 years, formerly owned, leased, controlled or operated by the Company within the possession of the Company have been made available to Buyer. (i) The Company has not assumed by contract (including any administrative order, consent agreement, lease or sale lease-back) or operation of law, or otherwise agreed, to: (i) indemnify or hold harmless any other Person for any material violation of any Environmental and Safety Requirement or any material obligation or Liability thereunder; (vii) the Seller holds all Environmental Authorizations required assume any material Liability for any Release of any Hazardous Substance, conduct any response, removal or remedial action with regard to any Release of any Hazardous Substance, or implement any institutional controls (including any deed restrictions) regarding any existing Hazardous Substance; or (iii) release or waive any Liability that would impair any claim, demand or other Proceeding related to any material Release of any Hazardous Substance in, on, under, to or from any real property against a previous owner or operator of any real property or against any other Person who may be held potentially responsible for such Release. (j) No underground storage tanks, friable asbestos, lead-based paint or polychlorinated biphenyls are located at any property currently owned leased or operated by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertyCompany.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth on Section 3.15(a(a) of the Seller Disclosure Schedule: (i) to the Seller’s Knowledge, the Seller NorMedix is in compliance in all material compliance respects with all applicable Environmental Laws Laws, and all Governmental Authorizations required of the Seller under Environmental Laws (“Environmental Authorizations”) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals is not delinquent in the European Union; (ii) the Seller filing or renewal of a permit or other license required under any Environmental Law. NorMedix has not received any written notice stating communication, whether from a Governmental Authority, citizen group, employee, or otherwise, that the conduct of the Business alleges that NorMedix is not in full compliance with, or the condition of has failed to perform any Owned Real Property duty under, Environmental Laws, which noncompliance or Purchased Assets is or may be nonperformance has not been fully cured. All Permits currently in violation of held by NorMedix pursuant to any Environmental Law or that Seller may have a liability under Laws are identified in Schedule 4.25(a). (b) There is no Environmental Laws with respect to the Business, the Purchased Assets, or the Owned Real Property; (iii) no Proceeding is Claim pending or, to the SellerNorMedix’s Knowledge, threatened against the Seller that alleges a violation NorMedix or against any Person whose Liability for such Environmental Claim NorMedix has retained or assumed either contractually or by or Liability operation of the Seller under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Sellerlaw. To NorMedix’s Knowledge, there have been is no Releases atBasis for an Environmental Claim against NorMedix or against any person or entity whose Liability for such Environmental Claim NorMedix has retained or assumed either contractually or by operation of law. (c) NorMedix has not, toin connection with any Real Property, frominstalled, used, generated, treated, disposed of, or arranged for the disposal of any Hazardous Substances in any manner so as to create any material Liability under any Environmental Law or any other Liability for NorMedix or SurModics. (d) There are not present in, on, to or under the Purchased Assets or Owned any Real Property any Hazardous Substances that were released or disposed of by NorMedix in violation of Environmental Laws such form or Environmental Authorizations or that could reasonably be expected quantities as to result in create any Liability under any Environmental Laws; (v) Law or any other Liability for NorMedix or SurModics. To the Seller holds all Knowledge of NorMedix, there are not present in, on, or under any Real Property any Hazardous Substances that were released or disposed of by any other party in such form or quantities as to create any Liability under any Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) Law or any other Liability for NorMedix or SurModics. None of the Seller Disclosure Schedule sets forth an accurate Real Property is being used, or has ever been used by NorMedix, in a manner that would require a permit under Section 3005 of the Solid Waste Disposal Act, 42 U.S.C. § 6925, for the treatment, storage, or disposal of Hazardous Substances. (e) NorMedix has delivered to SurModics all reports and complete list authorizations relating in any way to the environmental status of all any of the Real Property or otherwise relating to the businesses of NorMedix with respect to any Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertyLaw.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except (a) Except as set forth on Section 3.15(a4.20(a) of the Seller Disclosure Schedule: Schedule and except as has been fully remediated such that no Acquired Company has any remaining remediation obligations, each Acquired Company is, and at all times has been, in material compliance with, and has not been and is not in material violation of or liable under, all applicable Environmental, Health, and Safety Laws and all applicable Licenses and Permits related to environmental, health and safety matters. (b) Except as set forth on Section 4.20(b) of the Disclosure Schedule and except where the failure to do so would not have a Material Adverse Effect, neither Sellers nor any Acquired Company has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held to be responsible received, any actual or Threatened Order, notice, or other communication from (i) any Governmental Authority or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any Facilities, of any actual or potential violation or failure to comply with any Environmental, Health, and Safety Law, or of any actual or Threatened obligation to undertake or bear the cost of any Environmental, Health, and Safety Law Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which Sellers or any Acquired Company has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used, or processed by Sellers, any Acquired Company, 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. (c) Except as set forth on Section 4.20(c) of the Disclosure Schedule, there are no pending or Threatened claims, Encumbrances, or other restrictions of any nature, resulting from any Liabilities or arising under or pursuant to any Environmental, Health, and Safety Law, with respect to or affecting any of the Facilities or any other properties and assets (whether real, personal, or mixed) in which Sellers or any Acquired Company has or had an ownership interest. (d) Except to the Seller’s Knowledgeextent that it would not result in a Material Adverse Effect, neither Seller nor any Acquired Company 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 written citation, directive, inquiry, notice, Order, summons, warning, or other communication that relates to Hazardous Activity, Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental, Health, and Safety Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Law Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which Seller or any Acquired Company has or had an interest, or with respect to any property or facility to which Hazardous Materials generated, manufactured, refined, transferred, imported, used, or processed by Sellers, any Acquired Company, or any other Person for whose conduct they are or may be held responsible, have been transported, treated, stored, handled, transferred, disposed, recycled, or received. (e) Except as set forth on Section 4.20(e) of the Disclosure Schedule and except to the extent that it would not result in a Material Adverse Effect, neither Sellers nor any Acquired Company, nor any other Person for whose conduct they are or may be held responsible, has any Environmental, Health, and Safety Law Liabilities with respect to the Facilities or with respect to any other properties and assets (whether real, personal, or mixed) in which Sellers or any Acquired Company (or any predecessor), has or had an interest, or at any property adjoining the Facilities or any such other property or assets. (f) Except as set forth on Section 4.20(f) of the Disclosure Schedule, there are no Hazardous Materials present on or in the Environment at the Properties, including any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whether moveable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part thereof, or incorporated into any structure therein or thereon. (g) Except as set forth on Section 4.20(g) of the Disclosure Schedule, neither Sellers nor any Acquired Company, nor any other Person for whose conduct they are or may be held responsible, has permitted or conducted, or is aware of, any Hazardous Activity conducted with respect to the Properties or assets (whether real, personal, or mixed) in material which Sellers or any Acquired Company has or had an interest, except in full compliance with all applicable Environmental Laws Environmental, Health, and all Governmental Authorizations required Safety Laws. (h) Except as set forth on Section 4.20(h) of the Seller under Environmental Laws Disclosure Schedule, there has been no Release of any Hazardous Materials at or from (“Environmental Authorizations”i) to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation any Facilities owned in whole or in part by Sellers or Acquired Companies and/or their Affiliates or from or by any other properties and assets (ECwhether real, personal, or mixed) 1907/2006 governing the registration of chemicals in the European Union; which Sellers or any Acquired Company has or had an ownership interest, (ii) the Seller has not received to Sellers’ and Acquired Companies’ Knowledge from any written notice stating that the conduct Facility leased by any of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased AssetsAcquired Companies, or the Owned Real Property; (iii) no Proceeding is pending orto Sellers’ and Acquired Companies’ Knowledge any other Person, for which Seller or any Acquired Company has Environmental, Health, and Safety Law Liabilities. (i) Except as set forth on Section 4.20(i) of the Disclosure Schedule, neither Sellers nor any Acquired Company has transported or arranged for the transport of Hazardous Materials which to the Seller’s Knowledge, threatened against Knowledge of Sellers or any Acquired Company has or may become the Seller that alleges a violation by or Liability subject of the Seller any environmental action under any applicable Environmental Laws Environmental, Health, and Safety Law. (j) Sellers and the Acquired Companies have delivered or Environmental Authorizations; (iv) made available to the Seller’s KnowledgeBuyer true and complete copies and results of any reports, there have been no Releases atstudies, toanalyses, fromtests, or monitoring possessed or initiated by Sellers or any Acquired Company pertaining to Hazardous Materials or Hazardous Activities in, on, to or under the Purchased Assets Facilities, or Owned Real Property in violation of Environmental Laws concerning compliance by Sellers, any Acquired Company, or Environmental Authorizations any other Person for whose conduct they are or that could reasonably be expected to result in Liability under Environmental Laws; (v) the Seller holds all Environmental Authorizations required to may be held by the Seller in connection responsible, with the BusinessEnvironmental, the Purchased Assets Health, and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Environmental Authorizations held by the Seller in connection with the Business, the Purchased Assets and the Owned Real PropertySafety Laws.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except (a) Except as set forth on disclosed in Section 3.15(a) 3.13 of the Seller Disclosure Schedule: Letter or as would not reasonably be expected to have a Material Adverse Effect: (i) to the Seller’s KnowledgeSeller is, the Seller is and since December 20, 2013 has been, in material compliance with all applicable Environmental Laws Environmental, Health and Safety Laws; (ii) there are no Claims pending or, to the Knowledge of Seller, threatened against or relating to the business of Seller alleging any violation of, or liability under, any Environmental, Health and Safety Laws, and Seller has paid or otherwise satisfied any fines, penalties, or other Liabilities previously assessed against them under any Environmental, Health and Safety Laws; (iii) Seller is not subject to any Order requiring the investigation or cleanup of any Hazardous Substance at any real property or facility currently or formerly owned or operated by Seller (including, for the avoidance of doubt, the Facility), or any other real property or facility; (iv) there is not now, and since December 20, 2013 there has not been, any Hazardous Substance (A) used, generated, treated, stored, transported, disposed of, Released, or handled on any currently or formerly owned or leased property associated with the business except in full compliance with Environmental, Health and Safety Laws, or (B) otherwise existing on, under, about, or emanating from or to, any currently or formerly owned or leased property associated with the business except in full compliance with, and as would not reasonably be expected to result in any Liability under, all Governmental Authorizations required applicable Environmental, Health and Safety Laws; (v) Seller has obtained and is not, and since December 20, 2013 has not been, in violation in of the terms of any EHS Permits necessary for or used in the operation of the Facility, all such EHS Permits are in full force and effect and are final and non-appealable (and are listed on Section 3.13 of the Seller under Environmental Laws (“Environmental Authorizations”) Disclosure Letter), and no Claim to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration revoke, limit or modify any of chemicals in the European Union; (ii) the Seller such EHS Permits has not received any written notice stating that the conduct of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assetsbeen served upon Seller, or the Owned Real Property; (iii) no Proceeding is pending or, to the Knowledge of Seller’s Knowledge, threatened against threatened, and to the Seller that alleges a violation by extent required to maintain the effectiveness of such EHS Permits or Liability continued operation of the Facility, Seller under any applicable Environmental Laws has filed all timely applications for re-issuance or Environmental Authorizationsrenewal of such EHS Permits; and (ivvi) to the Knowledge of Seller’s Knowledge, there have been no Releases atfacts, tocircumstances or conditions exist with respect to any property or Person by or to which Seller arranged for the transportation, fromrecycling, inreclamation, onstorage, to disposal, treatment, recovery of energy from or under the Purchased Assets or Owned Real Property in violation other management of Environmental Laws or Environmental Authorizations or Hazardous Substances, that could would reasonably be expected to result in a violation of any Environmental, Health and Safety Law or result in any Liability under Environmental Laws; any Environmental, Health and Safety Law. (vb) Buyer has been provided with, or has been provided access to, copies, in the Seller holds possession or control of Seller, of the following records as requested by Buyer: (i) all Environmental Authorizations required to be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) active EHS Permits listed on Section 3.15(a)(vi) 3.13 of the Seller Disclosure Schedule sets forth an accurate Letter and complete list of other material documents exchanged with any Governmental Entity relating thereto or pursuant to any other Environmental, Health and Safety Law, in each case related to Seller or the Facility; (ii) all Environmental Authorizations held by Phase I or Phase II environmental site assessments or similar studies or analyses related to the Seller in connection Facility or Real Property; (iii) all correspondence with the BusinessRailroad Commission of Texas or member(s) of its staff regarding the 2017 Safety Evaluation with respect to the Real Property; (iv) all correspondence with the Railroad Commission of Texas regarding the abandoned well on the Real Property; (v) all open and unresolved notices of violation, or notices of alleged noncompliance, or notices with respect to any Claim concerning potential noncompliance with Environmental, Health and Safety Law, in each case, with respect to the Facility; (vi) all documentation in the possession or control of Seller relating to the cleanup or remediation of the Tartan Textiles site, including the well plugging report and municipal settings designation associated with the Tartan Textiles site; (vii) all correspondence with the Texas Commission on Environmental Quality or member(s) of its staff regarding the sodium hypochlorite spills at the Facility in 2013 and 2016; and (viii) all OSHA logs with respect to the Facility. (c) Notwithstanding any provision of this Agreement to the contrary, the Purchased Assets representations and warranties in this Section 3.13 are the Owned Real Propertysole and exclusive representations relating to environmental matters, including compliance with any Environmental, Health and Safety Law or EHS Permits or the use, generation, treatment, storage, disposal, release or handling of Hazardous Substances.

Environmental, Health and Safety Matters. With respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth on Section 3.15(a) of the Seller Disclosure Schedule: (i) to the Seller’s To Sellers’ Knowledge, each Seller and its respective Affiliates have materially complied and are, and during the Seller is relevant time periods specified in applicable statutes of limitation have been, in material compliance with all Environmental, Health, and Safety Requirements that pertain, relate or are applicable Environmental Laws and all Governmental Authorizations required of to the Seller under Environmental Laws (“Environmental Authorizations”) to conduct Acquired Assets or the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; ownership or operation thereof. (ii) Without limiting Section 4(h)(i), each Seller and its respective Affiliates have obtained, have materially complied with, and are in material compliance with all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the Seller has not received any written notice stating that the conduct ownership or operation of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation of any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Acquired Assets, other than the Non-Operating Cavern and the Railroad Siding. A list of all such Permits is set forth in Schedule 4(h)(ii). Except as set forth in Schedule 4(h)(ii), such Permits are in full force and effect, and free from material breach. To Sellers’ Knowledge, there is no reason why the applicable State Agency or the Owned Real Property; Agencies will not approve of or consent to any attempted assignment, transfer or assumption of such Permits to Buyer. (iii) To Sellers’ Knowledge, (A) there has been no Proceeding Release of any Hazardous Substance in connection with the ownership or operation of the Acquired Assets or otherwise in, on, under, or from the Acquired Assets, and (B) no property or facility comprising part of the Acquired Assets is contaminated by any Hazardous Substance in a manner that has given or would give rise to any Adverse Consequences pursuant to any Environmental, Health, and Safety Requirements. (iv) No Action is pending or, to the Seller’s Sellers’ Knowledge, threatened Threatened against Sellers based on any actual or alleged (A) violation of any Environmental, Health, and Safety Requirement, or (B) Release of Hazardous Substances, in either case on or from the Acquired Assets. Neither Seller that alleges a violation has agreed or entered into or is bound by any Contract or Order relating to any claim, Obligation, or Liability of the Seller arising under any applicable Environmental Laws Environmental, Safety or Environmental Authorizations; (iv) Health Requirement with respect to the Seller’s Knowledge, there have been no Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in violation of Environmental Laws or Environmental Authorizations or that could reasonably be expected to result in Liability under Environmental Laws; Acquired Assets. (v) the Seller holds all Environmental Authorizations required to be held Sellers have made available for inspection by the Seller in connection with the Business, the Purchased Assets Buyer complete and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list copies of all Environmental Authorizations held by environmental assessment and audit reports and studies and all correspondence addressing potentially material environmental Obligations or Liabilities relating to the Acquired Assets that are in possession of either Seller in connection with the Business, the Purchased Assets and the Owned Real Propertyor its respective Affiliates.